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                                                                   EXHIBIT 10.11




         SECOND AMENDMENT dated as of August 23, 2001 to the Amended Agreement
dated as of the 12th day of February 2001 by and between Elektryon, Inc. (the
"Company") and Michael E. Holmstrom (the "Employee").

                              W I T N E S S E T H:

         WHEREAS, the Employee and the Company entered into an Employment
Agreement dated November 7, 2000 which was amended by an Amended Agreement dated
as of the 12th day of February 2001, and which agreement was subsequently
amended by a First Amendment dated as of July 3, 2001 (as amended, the
"Employment Agreement"); and

         WHEREAS, the parties desire to further amend the Employment Agreement
to induce the Employee to remain employed by the Company for a minimum specified
period of time and to make certain other changes.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. The first sentence of the "Duties" section of the Employment
Agreement shall be amended in its entirety to read as follows:

                  "Duties. The Employee agrees that, during the Employment
                  Period while he is employed by the Company, he will devote
                  substantially his full business time, energies and talents to
                  serving as the Chief Financial Officer/President of the
                  Company and providing services for the Company at the
                  direction of the Executive Board of the Company, provided that
                  the Employee may engage in other activities, including,
                  without limitation, other for profit businesses, so long as
                  such activities do not materially interfere with the
                  Employee's responsibilities to the Company."


         2. Section 2(b) of the Employment Agreement is amended by the addition
of the following language at the end of the first paragraph thereof:

                  "Payable simultaneously with the execution of the second
                  amendment to this Agreement, the Employee shall be entitled to
                  a lump sum cash payment equal to $500,000 in consideration of
                  the Employee's additional obligations under the second
                  amendment."
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         3. Section 2(c) of the Employment Agreement is amended by the addition
of the following language at the end thereof:

                  "Simultaneously with the execution of the second amendment to
                  this Agreement, the Company shall pay to the applicable
                  automobile leasing company an amount equal to the `buy out'
                  amount of the Employee's leased automobile and the title of
                  such automobile shall be registered in the name of the
                  Employee. The Company shall pay the operating costs of such
                  automobile (including, without limitation, insurance, gas,
                  maintenance and repairs) while the Employee is employed by the
                  Company and the Company shall also provide Employee with tax
                  gross-up payments so that after applicable taxes are incurred
                  with regard to the automobile and operating costs the Employee
                  will be kept whole.


         4. Section 3(a)(i) of the Employment Agreement shall be amended by the
deletion of the following language:

                  "but in any event no less than one year's annual salary"


         5. Section 3 of the Employment Agreement is amended by the addition of
the following new subsection at the end thereof:

                  "(d) Notwithstanding the foregoing and anything herein to the
                  contrary, the Employee shall remain employed by the Company
                  through February 1, 2002, provided that the Employee may
                  terminate employment prior to such date for Good Reason.
                  Employee acknowledges and agrees that it shall be a breach of
                  this Agreement if the Employee terminates employment without
                  Good Reason prior to February 1, 2002."


         6. As amended, the Employment Agreement shall remain in full force and
effect.

         7. This Second Amendment may be executed in one or more counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
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         IN WITNESS WHEREOF, this Second Amendment has been executed as of the
date first above written.

                                        ELEKTRYON, INC.

                                        By: /s/ Wendell Adair
                                            ---------------------------
                                            Wendell Adair


                                        By: /s/ John Cavalier
                                            ---------------------------
                                            John Cavalier


                                        By: /s/ Curtis Olson
                                            ---------------------------
                                            Curtis Olson

                                        /s/ Michael E. Holmstrom
                                        -------------------------------
                                        Michael E. Holmstrom