EXHIBIT 10.11



                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


         This Second Amendment to the Employment Agreement (the "Amendment") by
and between Electropharmacology, Inc. (the "Company") and Arup Sen, Ph.D. (the
"Executive"), entered into on November 11, 1996, as amended by Board of
Directors resolution on June 24, 1997 (the "Employment Agreement") is made and
entered into as of this 1st day of January 1998;

         WHEREAS, the Company and the Executive desire that Executive no longer
be required to incur a substantial current tax liability as a result of
receiving large grants of restricted stock pursuant to the non-cash portion of
the Executive's annual compensation;

         WHEREAS, the Company and the Executive agree that it is in their mutual
benefit to reduce the cash needs of the Company required for its operations;

         WHEREAS, the Company and the Executive desire to amend the Employment
Agreement in accordance with the contractual terms and conditions set forth
below:

         NOW THEREFORE, in consideration of the covenants set forth herein, the
parties hereto agree as follows:

         1. Paragraph 4. Compensation, subparagraph (b) shall be replaced in its
         entirety with the following:

         For the period commending on January 1, 1998 and ending December 31,
         1999, the Executive's base salary shall be reduced by one third (33
         1/3%) (the portion of the salary to be so reduced is hereinafter
         referred to as the "Foregone Salary"), so that effective January 1,
         1998, the Executive's base salary shall be deemed to be $127,308 on an
         annualized basis. Each January lst thereafter, for the calendar year
         then commencing, the Executive's base salary, on an annualized basis,
         shall be not less than two thirds the product of $190,962 per year
         multiplied by the percentage obtained by dividing (I) the Consumer
         Price Index for All Urban Consumers -- U.S. City Average (1982-84 =
         100) (or, if publication of that index is terminated, any substantially
         equivalent successor thereto) for the month of July in the fiscal year
         of the Company immediately preceding such January 1st, as published by
         the Bureau of Labor Statistics of the United States Department of
         Labor; by (ii) said Consumer Price Index for the month of July 1998
         provided that the Consumer Price Index adjustment shall in no case be
         greater than 6% or less than 3% in any year. The Executive's base
         salary may be increased from time to time by the Board, but in no event
         shall the Executive's base salary for any calendar year be less than
         the annualized base salary for 1998 plus the then applicable Consumer
         Price Index adjustment provided by the preceding sentence. During the
         term of the Agreement, Executive's salary shall be reviewed at least
         annually by the Board to determine whether an increase beyond the
         Executive's is warranted and appropriate. Except as set forth in this
         Section 4, such


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         compensation shall be payable at the times and in the manner consistent
         with the Company's general policies regarding compensation of executive
         employees, but in no event less frequently than bi-monthly. In lieu of
         the Foregone Salary (for 1998, $63,654), on January 1, 1998 and each
         January 1st thereafter, the Company shall grant to the Executive a
         ten-year option to purchase that number of shares of the company's
         common stock equal to that year's Foregone Salary divided by the last
         reported closing sales price of the Company's common stock for the day
         prior to the date of such grant as reported in the OTC Bulletin Board
         (the "Grant Date Market Value"). Each such option shall be exercisable
         with respect to 50% of the shares covered thereby on July 1, 1998, or
         such later year as applicable, and with respect to the remaining 50% of
         the shares covered thereby on December 1, 1998 or such later year as
         applicable. The exercise price of the options shall be the Grant Date
         Market Value. In the event of a Change of Control of the Company as
         defined in the Company's Stock Option Plan, the Executive will receive
         a cash payment equal to the aggregate exercise price of such option if
         the Executive's employment is terminated within one year after the
         Change in Control. Notwithstanding the foregoing, in the event the
         Executive's employment hereunder is terminated by the Company other
         than for Cause (as defined herein) or by the Executive by Permitted
         Resignation (as defined herein) prior to the end of the term of this
         Agreement, such option shall immediately vest and become exercisable in
         accordance with Section 11(c) hereof. If the Executive is terminated
         for Cause (as defined herein) all stock options, whether or not vested,
         shall immediately terminate without any payment made therefor. If the
         Executive resigns (other than by Permitted Resignation), all unvested
         stock options shall immediately terminate without any payment therefor.
         In the event of a change of control of the Company, the Executive will
         receive a cash payment equal to the aggregate exercise price of such
         options in the event the options would otherwise terminate. Upon the
         Employee's death or Disability (as defined in the Agreement), all
         unvested stock options that are to vest on the next vesting date of
         this subparagraph shall immediately vest and become exercisable and all
         other unvested stock options shall immediately terminate without any
         payment made therefor.

         2. Paragraph 5. Executive Benefits, subparagraph (c) is replaced in its
         entirety with the following:

         In lieu of the monthly automobile allowance in the amount of $500
         originally provided for in the Agreement, effective February 1, 1998,
         and each February 1st thereafter during the term of the Agreement, the
         Company will grant to the Executive an option to purchase that number
         of shares of the Company's common stock equal to $6,000 divided by the
         Grant Date Market Value on February 1st. Each such option shall be
         exercisable immediately on and after the date of grant, with an
         exercise price equal to the Grant Date Market Value.

         3. To the extent not superseded herein, all other provisions of the
         Employment Agreement shall remain in full force and effect.








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         IN WITNESS WHEREOF, the parties have executed this agreement as of the
day and year first above written.

                                          /s/ Arup Sen
                                          ---------------------------
                                          Arup Sen

                                          ELECTROPHARMACOLOGY, INC.

                                          By:    /s/ David Saloff
                                                 ---------------------------
                                          Name:  David Saloff
                                          Title: Executive Vice President