Exhibit 10.11

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made as of August 1, 2000, by and between WESTERN
POWER & EQUIPMENT CORP., an Oregon corporation ("Employer"), and C. Dean McLain, an individual residing at            
("Executive").

RECITALS

Executive is party to an Employment Agreement dated April 1, 1999 (the "Old Employment Agreement") with Employer. Employer has agreed in principle to merge
with another company. In connection with such merger and the execution and delivery of this Agreement, the Old Employment Agreement is being terminated as of the date hereof.

Employer
desires to employ Executive, and Executive wishes to accept such employment, upon the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

1.  DEFINITIONS.For purposes of this Agreement, the following terms have the meanings specified or
referred to in this Section 1.



2.  EMPLOYMENT TERMS AND DUTIES.

2.1Employment.Employer hereby employs Executive, and Executive hereby accepts employment by Employer,
upon the terms and subject to the conditions set forth in this Agreement.

2.2Term.The term of Executive's employment under this Agreement shall begin on the Effective Date and
shall, unless earlier terminated in accordance with the provisions of Section 5, end on the seventh anniversary of the Effective Date (the "Term").

2.3Duties.Executive shall initially serve as President, Chief Executive Officer and Chairman of
Employer, shall be in charge of the day-to-day operations of Employer and shall report to, and perform such duties as are requested by, the Board of Directors.

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3.  COMPENSATION AND BENEFITS.

3.1Basic Compensation.



3.2Bonus Compensation.As additional compensation for the services to be rendered by Executive
pursuant to this Agreement, Employer shall pay Executive within three months of the end of each fiscal year during the Term an annual performance bonus (the "Bonus
Compensation") equal to 3.0% of EBITDA. For purposes of this Agreement (other than Section 5.4), EBITDA shall mean, with respect to any fiscal year during the Term,
consolidated earnings of Employer and its subsidiaries before interest, taxes, depreciation, amortization and after deduction of all operating expenses and incentive compensation, all as calculated in
accordance with generally accepted accounting principles consistently applied, and as reflected in Employer's most recently available audited consolidated financial statements for such fiscal year.

4.  VACATIONS AND HOLIDAYS.

4.1Vacation.Executive shall be entitled to six weeks of vacation per fiscal year during the Term. All
vacation time shall be paid in accordance with the then current policy of Employer.

4.2Holidays.Executive shall be entitled to the paid holidays for employees set forth in Employer's
policies.

5.  TERMINATION.

5.1Events of Termination.The Term, Executive's Salary, Benefits and Bonus Compensation and any and
all other rights of Executive under this Agreement or otherwise as an employee of Employer shall terminate (except as otherwise provided in this Section 5):



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5.2Definition of "Disability".For purposes of Sections 5.1 and 5.4, Executive shall be deemed to have
a "Disability" if, for physical or mental reasons, Executive is unable to perform Executive's duties under this Agreement for 90 consecutive days, or
120 days during any twelve month period, as determined in accordance with this Section 5.2. The Disability of Executive shall be determined by the Board of Directors in consultation with a medical
doctor selected by it. Executive shall submit to a reasonable number of examinations by the medical doctor making the determination of Disability under this Section 5.2, and Executive hereby
authorizes the disclosure and release to Employer of such determination and all supporting medical records. If Executive is not legally competent, Executive's legal guardian or duly authorized
attorney-in-fact shall act in Executive's stead under this Section 5.2 for the purposes of submitting Executive to the examinations, and providing the authorization of disclosure, required under this
Section 5.2.

5.3Definition of "For Cause"; "Good Reason"; "Change in Control of Ownership".



5.4Termination Pay.Effective upon the termination of Executive's employment under this Agreement,
Employer shall be obligated to pay Executive (or, in the event of his death, his designated beneficiary) only such compensation as is provided in this Section 5.4, and in lieu of all other amounts

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and in settlement and complete release of all claims Executive may have against Employer relating to his employment by Employer.



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6.  NON-DISCLOSURE COVENANT.



7.  NON-COMPETITION AND NON-INTERFERENCE.



8.  GENERAL PROVISIONS.



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IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

|WESTERN POWER & EQUIPMENT CORP. |  |             
|------------------------------- |  | ------------
|By:                             |  |             
|                                |  | Name:
Title:

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