Exhibit 10.2


                               AMENDMENT NO. 1 TO
                         EXECUTIVE EMPLOYMENT AGREEMENT


     This Amendment No. 1 to Executive Employment Agreement (this "Amendment")
is entered into as of May 9, 2005, by and between Staktek Holdings, Inc., a
Delaware corporation (the "Company"), and James W. Cady ("Executive" and
collectively, the "Parties"). Capitalized terms not defined herein shall have
the meaning ascribed to such terms in that certain Executive Employment
Agreement, dated August 20, 2003, between Staktek Corporation and Executive (the
"Agreement"). Each reference to a section number shall, unless otherwise
expressly provided herein, refer to such enumerated section of the Agreement.

                                    RECITALS
                                    --------

     A. The Agreement contains severance provisions that are applicable in the
event that Executive terminates his employment because his position is changed
from the position of President and Chief Executive Officer.

     B. Each of the Company and the Executive wishes to amend the Agreement, as
amended by this Amendment No. 1, in connection with Executive's continuing his
employment relationship with the Company.

                                    AGREEMENT
                                    ---------

     NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:

     The Parties agree that the Company has recruited an individual to serve as
President of the Company. Effective as of the date of this Amendment (the
"Effective Date"), Executive will no longer hold the position of President but
will continue to retain his position as Chief Executive Officer for a period of
time, as set forth below, at the end of which period Executive may resign his
position as Chief Executive Officer and become Chief Technical Officer.

     Section I. Change of President.
     ------------------------------

     As of the Effective Date, at which time Executive will no longer be
President (but will remain Chief Executive Officer), the parties agree that:

     1.   Executive's unvested options to purchase Common Stock that would have
          vested over the eighteen (18)-month period from and after the
          Effective Date are immediately and fully vested as of the Effective
          Date, and Executive's remaining unvested options (i.e., those options
          that would have vested after such eighteen (18)-month period) will,
          assuming continued employment, continue to vest from and after the
          Effective Date. In the event Executive is terminated from employment
          without Cause after the Effective Date (other than by reason of his no
          longer holding the position of Chief Executive Officer and becoming
          Chief Technical Officer), 100% of Executive's unvested options to
          purchase common stock will vest upon such termination. The definition
          of termination without "Cause" relating to voluntary termination by
          Executive will not include Executive's voluntary termination as a
          result of his being divested of his title of President. In the event
          Executive is terminated for Cause at any time, his unvested options
          will expire as of the date of such termination.

     2.   Sections 3(a)-(b) of the Agreement continue to apply to Executive in
          his role as Chief Executive Officer. Sections 3(c)-(e) are deleted in
          their entirety.


<PAGE>


     Section II. Resignation as Chief Executive Officer/Appointment as Chief
     -----------------------------------------------------------------------
Technical Officer.
-----------------

     At some time after the Effective Date, the Board of Directors of the
Company (the "Board") may determine that the new President is eligible to be
appointed Chief Executive Officer. In this event, the Board will request that
Executive resign his position as Chief Executive Officer effective as of the
date specified by the Board, Executive will comply with such request, and, as of
such specified date, Executive will no longer serve as Chief Executive Officer
and will become Chief Technical Officer. Upon Executive becoming Chief Technical
Officer, the parties agree that:

     1.   Sections 2 and 3(a)-(b) of the Agreement will continue to apply in
          this new position, with the following changes:

          a.   In the event Executive's position as Chief Technical Officer is
               terminated without Cause, 100% of Executive's unvested options to
               purchase common stock will vest upon such termination. In the
               event Executive is terminated for Cause at any time, his unvested
               options will expire as of the date of such termination.

          b.   The definition of termination without "Cause" relating to
               voluntary termination by Executive will not include Executive's
               termination as a result of his being divested of his title of, or
               resigning as, Chief Executive Officer and becoming Chief
               Technical Officer. Executive agrees that there will be no deemed
               reduction in employment status or duties by virtue of this change
               in position and title for purposes of this Amendment.

     2.   Sections 3(c)-(e) of the Agreement are deleted in their entirety.

     Section III. Payment Upon Termination of Employment.
     ---------------------------------------------------

     Subject to the execution and delivery of the "Release" as set forth below,
upon termination of Executive's employment with the Company (except as set forth
below), Executive will be entitled to a lump sum payment equal to twelve (12)
months base salary (as in effect on the Effective Date), which will be paid to
Executive six (6) months and one (1) day following the termination of his
employment with the Company, as long as he has complied, and continues to
comply, with the Company's Confidentiality Agreement and the Agreement.

     This lump sum payment is contingent upon Executive signing a release of all
claims in the form established by the Company, releasing all known and unknown
causes of action Executive has or may have as of the date of such release
against the Company, its employee benefit plans (and their fiduciaries), its
affiliates, directors, agents, and employees (the "Release"). Executive must
return the Release to the Company within twenty-one (21) days of receiving it
and will have seven (7) days following execution by him to revoke it.

     Notwithstanding any provision of the Agreement to the contrary, Executive
will not be entitled to receive any other severance payment, other than the
payment set forth above.

     Section IV. Post-Employment Benefits.
     ------------------------------------

     Following the termination of his employment with the Company, Executive
will be eligible to receive all post-employment benefits offered by the Company,
including the Medical Retiree Policy approved by the Board of Directors on
October 22, 2004.

     Section V. Continuing Application of Agreement.
     ----------------------------------------------

     The other terms and conditions of the Agreement will continue to apply.


<PAGE>


     IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the
date first written above.


                                             STAKTEK HOLDINGS, INC.

                                             By: /s/ Stephanie Lucie
                                                 -------------------


                                             JAMES W. CADY

                                             /s/ James W. Cady
                                             -----------------