Exhibit 10.11  EMPLOYMENT CONTRACT  The
undersigned:  1.The private limited company NKF ELECTRONICS B.V., hereinafter
referred to as: NKF,with its
registered office in Amsterdam and its principal place of business in (2801 DD)
Gouda at Zuidelijk Halfrond 4, duly represented in this matter by Mr. Ed
Ludwig, CEO of Optelecom-NKF, Inc. and a Director of NKF Electronics B.V.
under the Articles of Association;  and  2.Mr. ROLAND
MARIA CATHARINA CONRAD HOOGHIEMSTRA, date of birth August 13,
1967, resident in (2622 LE) Delft at Botswanastraat 25, hereinafter referred to
as: Employee;  Hereinafter
jointly referred to as: the parties.  WHEREAS  AOn June 1, 1991 Employee entered the employment of (the legal
predecessor of) NKF for an indefinite period of time.  BOn March 8, 2005 the shares in NKF were
transferred to Optelecom Inc., located in Germantown, Maryland (United States
of America), whose name was subsequently changed to Optelecom-NKF, Inc.,
hereinafter referred to as: Optelecom.  CEmployee is part of the so-called key personnel at NKF and Optelecom
wishes to bind Employee to NKF for an extended period of time.  DThe
Collective Bargain Agreement for management level personnel in the metal and
electronics sector (in Dutch: CAO voor het hogere personeel in de
metaalelektro) is applicable (hereinafter referred to as: CAO).  EThe
parties wish to extend the employment contract between them for an indefinite
period on the following terms, which will apply between the parties effective
from April 1, 2005.


DECLARE TO HAVE AGREED AS FOLLOWS:  Clause 1 Commencement and duration  1The parties agree that the employment contract
between them will be extended for an indefinite period effective from April 1,
2005.  2For the purpose of determining Employees length
of service June 1, 1991 will be the commencement date of the employment.  3This employment contract is extended for an indefinite period and can be terminated by
either party in writing and effective from the end of any calendar month,
subject to the statutory notice period (article 7:672 of the Dutch Civil Code).  4This employment contract will in any case be terminated
without prior notice being necessary on the first day of the month following
the month in which the employee attains pensionable age.  Clause2 Function and
responsibilities  1Effective from April 1, 2005 Employee is employed
in the position of Vice President Sales and Marketing, EMEA Area and in this
position he is a member of the management-team of NKF. The Employee undertakes
to perform all the activities associated with this position.  2Employee undertakes to take or refrain from any
actions as required in the pursuit of his responsibilities as a good employee
and undertakes to be fully committed to NKF and to represent and promote the
companys interests to the best of his ability.  3Employee will be based in Gouda. Employee
nonetheless undertakes to perform work or his activities in places other than
the usual workplace and/or at times other than the


usual
working hours if this is required in the best interest of NKF, unless this
cannot reasonably be expected from the Employee as a result of special
circumstances.  Clause 3 Working hours and salary  1The working hours are 40 hours a week. The start
and finish times will be determined in consultation with NKF.  2The Employees gross annual salary has been
set at EUR 85,000 inclusive of holiday allowance, exclusive of other emoluments
starting on April 1, 2005. The Employee will receive the salary in twelve
equal monthly instalments, paid no later than the last day of each calendar
month. Possible salary increases will be implemented in accordance with the
CAO.  3Employee undertakes to work overtime, if circumstances
so demand. Overtime hours are not remunerated separately. Any overtime
remuneration is deemed to be incorporated in the Employees salary  4Employee is offered the opportunity to participate
in the Optelecom Inc. Corporate Incentive Plan.  Clause 4 Holiday allowance, leave days,
scheduled hours off and ADV (reduction in working
hours) days  1Employee will receive a holiday allowance on a
monthly basis with the payment of the gross annual salary in accordance with
the provisions of Clause 3, subclause 2. The holiday year runs from 1 July to
30 June of the next year.  2Each calendar year the Employee is entitled to
27 leave days. Contrary to the provisions of Article 7:638 of the Dutch
Civil Code, NKF will determine the holiday dates in consultation with Employee
and as much as possible in accordance with the wishes of Employee unless the
companys interest


dictates
otherwise. Each calendar year Employee is entitled to a contiguous holiday
period of no less than two consecutive weeks. By determining the holidays the
stipulations of the CAO are respected / taken into account.  3Employee is entitled to 13 ADV days per year
in accordance with the arrangement included in the CAO.  Clause 5 Illness  1If Employee is prevented from performing his duties
asa result of illness, he will be entitled to receive the salary
stipulated in Clause 3 for a maximum period of 52 weeks for the duration of the
employment contract.  2If Employees illness continues beyond the period
stipulated in subclause 1, Employee will be entitled to receive a payment in
accordance with the stipulations in the CAO, for the duration of the employment
contract.  3In respect of illness notification, illness and/or
occupational disability, Employee will act in accordance with the NKF
regulations.  Clause 6 Expenses  1An allowance for any potential business expenses
that cannot be submitted in a separate claim, Employee, provided he is actively
performing his duties, will receive an amount of EUR 200 per month, to be paid
with the salary payment for the month in question. If the tax inspector and/or
the employed persons insurance administration agency should at any time decide
that the reimbursement referred to in this subclause was (partially) subject to
wage tax and/or social security contributions, the mandatory deductions will be
made at that time and will be at Employees expense. Starting from that moment,
any future compensation will be reduced to a level where payment is not subject
to taxation.


2NKF will pay for the purchase and operating expenses
of a mobile telephone, taking into account the relevant (tax-related) statutory
provisions. Employee must use the mobile telephone mostly for business
purposes. Employee is obliged to return the mobile telephone to NKF at NKFs
first request to that effect.  3NKF will provide Employee with a computer and
peripherals at its own expense, exclusively in the context of and for the
performance of the agreed work, provided Employee is actively performing his
duties.  4If Employee is unable to actively perform his duties
for a period exceeding 3 months, irrespective of the reasons, he will not be
entitled to the allowance and reimbursements described in this Clause  Clause 7 Leased car  NKF
will provide Employee with a car for the performance of his duties at a lease
price of EUR 850 per month exclusive of VAT, in accordance with the lease
arrangement that applies within NKF. Employee will receive a copy of the lease
arrangement, which will constitute part of the employment contract between the
parties. Employee is obliged to return the car to NKF no later than the date on
which the employment contract between the parties is terminated.  Clause 8 Pension  Employee
will continue to participate in the (compulsory) sectoral pension fund: Stichting
Bedrijfstakpensioenfonds voor de


Stichting
Bedrijfstakpensioenfonds voor de Metalektro (Sectoral
Pension Fund for the Metal and Electronics Sector).At present the
employees share (40%) of the pension contribution is deducted from his salary
on a monthly basis. A separate policy has been taken out for the remaining
amount. By mutual arrangement, NKF and Employee will ensure a correct
adjustment to/transfer of the current pension scheme.  Clause 9 Other Insurances  1Employee participates in the group health
insurance policy NKF has taken out for him and his family. Employee has been
furnished with a copy of the policy terms. Employee accepts the fact that the
policy terms may change from time to time. NKF pays 50% of the premium for this
insurance policy to a maximum of 50% of the premium applicable to standard
class 3 health insurance. The Employees personal contribution to this policy
is deducted from his salary on a monthly basis.  2Employee participates in the WAO (Invalidity Insurance Act)shortfall
insurance policy and the WAO excess insurance policy NKF has taken out for its
employees. Effective from the date
this contract is signed the
premiums for the WAO shortfall insurance will be fully paid by the employee
(whose share in these premiums will be deducted by NKF from his salary in equal
monthly instalments) and the premium for the WAO excess insurance will be fully
paid by NKF.  Clause 10 Additional activities  For
the duration of his employment, Employee is prohibited from engaging in paid or
unpaid additional activities in any way and/or form, without prior written
permission from NKF.


Clause 11 Signing bonus  Upon
acceptance of his appointment as Vice President Sales and Marketing, EMEA Area
and after signing this employment contract, Employee will receive a bonus
consisting of a participating interest in the Option plan for 10,000 options
valued as of April 1, 2005. The Stock Option Plan regulations apply to
this participating interest. A copy of these regulations is attached to this
contract.  Clause 12 Third-party remuneration  Employee
will not accept monies or other remuneration from third parties in respect of
his work for NKF and/or companies affiliated with NKF.  Clause 13 Confidentiality  Both
during the term of the employment contract and after its termination -
irrespective of the way in which and the reason why the employment contract was
terminated - Employee is prohibited from passing on to third parties, either
directly or indirectly, in any form or in any manner, any aspect of the
knowledge he has acquired in respect of the business and interests of NKF
and/or its affiliated companies, its customers and other business relations,
all this in the broadest meaning of the word, unless the performance of his
duties demands that third parties are informed of such matters.  Clause 14 Documents and other items made available by
NKF  1In the event of his suspension and in the event
of the termination of the employment contract, irrespective of the way in which
and


the
reason why the employment contract was terminated, Employee will return all NKF
property in his possession, as well as all documents that are in any way
related to NKF and/or its affiliated companies, its customers and other
business relations, all this in the broadest meaning of the word, as well as
copies of such documents and property, at NKFs first request to this effect.
Employee will return all items made available to him by NKF no later than the
last day of the employment contract.  2Upon termination of the employment contract,
Employee will return any items he has on loan from NKF. Employee may be held
responsible for any damage to or loss of the items loaned to him and/or made
available to him. NKF reserves the right to deduct any amounts Employee is
liable for in respect of the compensation of such damage/loss from the final
salary payment due to the Employee at the end of his employment.  Clause 15 Publication  Employee
is not permitted to publish information/articles or give lectures and/or
perform any other public speaking engagements in which he uses information he
has acquired in the course of his work for NKF or that relates to the content
of his work for NKF, without express prior written permission from NKF.  Clause 16 Intellectual property rights  1All rights to intellectual
property, products, works and/or
services developed by


Employee
during the term of his employment contract are the property of NKF,
irrespective of whether the intellectual property was created during or after
working hours and irrespective of whether the creation and/or invention and/or
contrivance of intellectual property is/was directly or indirectly inherent in
the nature of the agreed work.  2Employee is obliged to notify NKF forthwith of all intellectual property
and to provide all information and/or fulfil all formalities required to enable
NKF to register and/or obtain said intellectual property rights and, where
necessary, to register the intellectual property rights in the name of NKF
after initial registration in the Employees name. Unless prescribed otherwise
by law, Employee will not be entitled to have his name registered in respect of
the intellectual property.  3Employee is not entitled to exploit any products,
works and/or services he has developed during the term of his employment
contract in any way - both during and after the aforementioned period - or to
allow others to exploit such products, works and/or services.  4Employees salary is deemed to include a reimbursement
for the (potential) loss of any intellectual property. Employee acknowledges
that this is the case.  Clause 17 Non-competition clause  1For a period of one year after termination of
the employment contract, irrespective of the way in which and the reason why
the employment contract was terminated, Employee is prohibited from starting,
managing, co-managing or employing someone to manage a business that is similar
or related to the business of NKF and/or its affiliated companies in Europe or
in any other place in which or to which NKF and/or companies affiliated with
NKF trade and/or manufacture products and/or provide services, or from being
directly or indirectly involved in or having a financial interest, in any form,
in such companies, or to work for such companies in any way, either for


remuneration
or otherwise, or to have any share of such companies of any nature other than
shares in a company that is listed on the stock exchange, without prior written
permission from NKF. NKF will only refuse to give such written permission if
failure to enforce the non-competition clause would be severely detrimental to
the interests of NKF and/or companies affiliated with NKF.  2Until such time as NKF releases Employee from
the provisions of the previous subclause, NKF will pay Employee, after
termination of the employment contract, a month-to-month allowance that is
equal to 1/12 of the final salary (excluding emoluments) for the duration of
the non-competition clause. Employee will deduct any income received from other
sources in this period from this allowance. Other income refers to income
from employment and/or social security. Employee will not be entitled to any
payment if he contravenes the non-competition clause, if he is dismissed
instantly, if the employment contract is dissolved as a result of an urgent
reason or if the employment contract is terminated as a result of Employee
attaining the pensionable age.  3Neither is Employee allowed to employ staff members
and/or persons who are or were employed by NKF and/or by companies affiliated
with NKF in the period up to two years prior to the termination of Employees
employment contract, or to encourage such persons to terminate their employment
with NKF, for a period of two years after termination of his employment.


Clause 18 Penalty clause  If
Employee acts in a manner that contravenes the provisions of Articles 10, 13,
15 and 17 he will, contrary to the provisions of Article 7:650 of the
Dutch Civil Code, forfeit to NKF an immediately payable penalty that is not
subject to any further reminder, notice of default or intervention by the
courts of EUR 5,000 per infringement, to be increased by an amount of EUR 250
for each day or part-day the infringement continues and without prejudice to
NKFs option to claim reimbursement of the full damages, as well as compliance,
in lieu of this penalty. Payment of the penalty stipulated in this clause does
not release Employee from the obligations stipulated in clauses 10, 13, 15 and
17.  Clause 19 Applicable law  Dutch
law applies to this contract and to all disputes, agreements, arrangements,
conditions, guidelines and the like arising from this contract.  Clause 20 Final provisions  1Employee will comply with the general regulations
and/or policy rules that apply at NKF, for instance rules or
regulations relating to good order, health and safety, and with all measures
taken by NKF with a view to the good order and proper proceedings within the
company.  2Announcements to employees that are made by
means of a written confirmation of the announcement in question posted in the
appointed places or published in the personnel newsletter must be considered to
have been made to each individual employee.  3NKF may ask Employee to submit to a


search
by members of the security service. Employee agrees to cooperate with such
searches.  4The Collective Bargain Agreement (CAO) for management
level personnel in the metal and electronics sector applies to this employment
contract. A copy of the CAO is available at the human resources department and
the various company departments and will be provided upon request.  5All arrangements, conditions, guidelines etc, referred
to in this contract or listed in this contract as being applicable are deemed
to form part of this contract, unless the contrary has been expressly
stipulated. Among other things, these arrangements include the NKF personnel
guide. A copy of this guide is available for perusal at the human resources
department and at the various company departments and will be provided upon
request.  6If
one or more of the emoluments listed in this contract must be considered
taxable or liable for the payment of social security contributions within the
meaning of the Wages and Salaries Tax Act and/or social security legislation,
the relevant wage tax and the employee component of the social security
contributions will be at the expense of Employee.  7NKF reserves the right, within the bounds of reasonableness,
to make changes, additions or adjustments to this employment contract and to
the arrangements, conditions etc., including the NKF personnel guide, that this
contract refers to if, in NKFs opinion, (compelling) circumstances give NKF
cause to do so.  8This contract replaces all previous contracts and/or
(verbal) arrangements.  9This employment contract can only be deviated
from in writing and any amendments will only be valid if they have been signed
for approval by both parties.


10
  This employment contract
  will be translated into English. In the event of any lack of clarity or
  discrepancy between the text of the Dutch and English employment contract,
  the text of the Dutch employment contract will prevail.Agreed and signed in
  duplicate in Delft on 12-6-2005on behalf of
  NKF Electronics B.V./s/ Edmund LudwigMr. Edmund Ludwig/s/ R.M.C.C. Hooghiemstraon behalf of the EmployeeMr. R.M.C.C Hooghiemstra


First Amendment to Employment Contract  This
amendment (Amendment) is entered into as of January 17, 2008 between
Optelecom-NKF B.V. (formerly NKF Electronics B.V.), a private limited company
incorporated in the Netherlands (the Company), and Conrad Maria Catharina
Joseph Hooghiemstra (Executive).  The
parties hereby agree as follows:  1.Prior
Employment Contract.The parties have previously
entered into an employment contract effective April 1, 2005, (the Agreement).
The parties now wish to amend the Agreement as stated herein.  2.Amendment:  2.1The parties hereby amend Paragraph 1 of Clause 2,
Position and Responsibilities of the Agreement to add the following:
Additionally, effective from April 1, 2007, Mr. Hooghiemstra will
assume the position of Vice President of Engineering of Optelecom-NKF, Inc.,
reporting to the Chief Operating Officer.  2.2The parties hereby amend Paragraph 2 of Clause 3,
Working hours and Salary, of the Agreement to increase Executives annual gross
salary from EUR 95,000 to EUR 115,000, effective as of January 1, 2008.  3.Continuing
Effect of Agreement:The parties hereto agree
that the terms and provisions of the Agreement, as amended by this Amendment,
shall remain in full force and effect. Except as specifically modified by this
Amendment, the terms and provisions of the Employment Agreement shall continue
and be binding on the parties hereto. In the event of any conflict between the
provisions of the Employment Agreement and the provisions of this Amendment,
the provisions of this Amendment shall control. The provisions of the
Employment Agreement and this Amendment constitute the entire agreement between
the parties concerning the Executives employment arrangement with the Company,
and may not be amended or modified except by a written agreement between the
parties.  To
evidence their agreement to the terms of this Amendment, Executive has signed
and Company has caused its duly authorized representative to sign this
Amendment as of January 17, 2008   Optelecom-NKF
  B.V.:
  
  Executive:By:
  /s/ Edmund Ludwig
  
  /s/
  Conrad M.O.J. HoogheimstraEdmund
  Ludwig
  
  Conrad
  M. O. J. Hoogheimstra


First Amendment to Employment Contract  This amendment (Amendment) is entered into as of January 17,
2008 between Optelecom-NKF B.V. (formerly NKF Electronics B.V.), a private
limited company incorporated in the Netherlands (the Company), and Roland
Maria Catharina Conrad Hooghiemstra (Executive).  The
parties hereby agree as follows:  1.Prior Employment Contract.The parties
have previously entered into an employment contract effective April 1,
2005 (the Agreement). The parties now wish to amend the Agreement as stated
herein.  2.Amendment:  2.1The parties hereby amend Paragraph 1 of Clause 2,
Position and Responsibilities of the Agreement to add the following:
Additionally, effective from April 1, 2007, Mr. Hooghiemstra will
assume the position of Vice President of Sales and Marketing of Optelecom-NKF, Inc.
reporting to the Chief Operating Officer.  2.2The parties hereby amend Paragraph 2 of Clause 3,
Working hours and salary, of the Agreement to increase Executives annual gross
salary from EUR 95,000 to EUR 115,000, effective as of January 1, 2008.  3.Continuing Effect of Agreement:The parties
hereto agree that the terms and provisions of the Agreement, as amended by this
Amendment, shall remain in full force and effect. Except as specifically
modified by this Amendment, the terms and provisions of the Employment
Agreement shall continue and be binding on the parties hereto. In the event of
any conflict between the provisions of the Employment Agreement and the
provisions of this Amendment, the provisions of this Amendment shall control.
The provisions of the Employment Agreement and this Amendment constitute the
entire agreement between the parties concerning the Executives employment
arrangement with the Company, and may not be amended or modified except by a
written agreement between the parties.  To
evidence their agreement to the terms of this Amendment, Executive has signed
and Company has caused its duly authorized representative to sign this
Amendment as of January 17, 2008   Optelecom-NKF
  B.V.:
  
  Executive:By:
  /s/ Edmund Ludwig
  
  /s/
  Roland M.C.C. HoogheimstraEdmund
  Ludwig
  
  Roland
  M. C. C. Hoogheimstra