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EXHIBIT 10.11(b)




AMENDMENT NO. 1

TO

CHANGE IN CONTROL AGREEMENT




     This AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT (the “Amendment)” is entered into
as of May 24, 2005, by and between _______________, an individual (the “Executive”), and
Superconductor Technologies Inc., a Delaware corporation (the “Company”), with reference to
the following facts:



     A. The Company and Executive entered into a Change in Control Agreement dated as of March 28,
2003 (the “Agreement”).



     B. The parties wish to revise the terms and conditions of the Agreement to change the
selection of the Auditors (as defined therein) who perform certain tax calculations from its
regular outside auditor to a third party auditor due to heightened auditor independence
requirements under the Sarbanes-Oxley Act of 2002 and related rules adopted by SEC and PCAOB.



     NOW, THEREFORE, based on the above premises and for good and valuable consideration, the
parties agree as follows:



     1. Identity of Auditors. The Auditors in the Agreement shall be Deloitte & Touche LLP
or another independent auditor selected by the Company if Deloitte & Touche LLP is not available.
Accordingly, the first sentence of Section 3(b) of the Agreement is hereby amended and restated as
follows to effect such change:



All mathematical determinations and all determinations of whether any of the Total
Payments are “parachute payments” (within the meaning of section 280G of the Code)
that are required to be made under this Section 3, shall be made by Deloitte & Touche
LLP or another independent auditor selected by the Company if Deloitte & Touche is
not available (the “Auditors”)”, who shall provide their determination (the
“Determination”), together with detailed supporting calculations regarding the amount
of any relevant matters, both to the Company and to the Executive within seven (7)
business days of the Executive’s termination date, if applicable, or such earlier
time as is requested by the Company or by the Executive.



     2. General. Capitalized terms not defined in this Amendment shall have the meaning
set forth in the Agreement. This Amendment and the Agreement constitute the parties’ entire
agreement with respect to the subject matter hereof and supersede all agreements, representations,
warranties, statements, promises and understandings, whether oral or written, with respect to the
subject matter hereof. This Agreement may not be amended, altered or modified except by a writing
signed by the parties. Except as expressly modified herein, the Agreement shall remain in full
force and effect, and to the extent reasonably applicable, the provisions of Section 5
(Miscellaneous) of such agreement are hereby incorporated herein and made a part hereof. This
Amendment may be executed in counterparts and by facsimile.



***[NEXT PAGE IS SIGNATURE PAGE]***




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Signature Page to Amendment No. 1 To Change In Control Agreement




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of
the day and year first above written.



	 	 	 	 	 
	 	EXECUTIVE

 
 	 
	 	
 	 
	 	 	 
	 	 	 
	 
	 	COMPANY
Superconductor Technologies Inc.


 	 
	 	
 	 
	 	By: 	Jeffrey A. Quiram, President and CEO 	 
	 	 	 
	 




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