Exhibit 10.10
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Second Amendment to Marquette Electronics, Inc. Profit Sharinq and 401(K)Plan
and Trust (as Amended and Restated)

     WHEREAS, a plan known as the Marquette Electronics, Inc. Profit
Sharing and 401(K) Plan and Trust (the "Plan") was established effective as
of May 1, 1987, amended and restated as of April 30, 1993 and then
subsequently amended by Amendment No. 1 dated August 1, 1994;

     The Board of Directors of the Corporation wishes to further amend the Plan,
effective as of May 1, 1996;

     NOW, THEREFORE, BE IT RESOLVED THAT the Plan is hereby amended effective
May 1, 1996 as follows:

     A.   The introductory language of Section 4.2 of Article IV and subsection
(a) of said Section 4.2 of the Plan are hereby deleted in their entirety and the
following are substituted in their place and stead:

          "SEC. 4.2 ELIGIBILITY FOR PARTICIPATION. Subject to the provisions of
     Section 6.1 hereof, eligibility to participate in this Plan shall be
     determined as follows:

          (a)  An individual will become a Participant in the Plan on the
               earliest Entry Date on which all of the following requirements 
               are met:

               (1)  He is a Qualified Individual with at least 1,000 Hours of
                    Service for the Employer and/or any Included Subsidiary
                    thereof (and/or other Participating Employer) during the
                    twelve month period starting on his Service Commencement
                    Date or on the first date of any Plan Year commencing after
                    that date;

               (2)  He is credited with such service prior to the applicable
                    Entry Date; and

               (3)  He has continuously worked for the Employer and/or a
                    Included Subsidiary thereof (and/or other Participating
                    Employer) for a period of not less than one year."


 
     B.  The following new subsection is hereby added to Section
6.1 of Article VI of the Plan, to immediately follow subsection (f)
thereof:
    
          "(g)  Notwithstanding the foregoing provisions of this Section 6.1,
any Qualified Individual, regardless of whether he has satisfied the eligibility
requirements set forth in Section 4.2 of Article IV, may elect to have the
Employer make 401(k) Contributions on his behalf in accordance with the
foregoing provisions of this Section 6.1 and shall be treated, solely for
purposes of this Section and Section 6.2 hereof, as a Participant; provided,
however, no Qualified Individual shall be entitled to share in Employer
contributions pursuant to the provisions of Article V thereof unless such person
has satisfied the eligibility requirements set forth in said Section 4.2. Each
Qualified Individual shall be eligible to commence such 401(K) contributions
effective on any Entry Date following the commencement of the individual's
employment with the Employer and/or any Included Subsidiary thereof (and/or
other Participating Employer) provided such individual has, since the
commencement of his employment, worked an average of twenty (20) or more hours
per week in such employment."
    
     C.   Section 6.2(a) of Article VI of the Plan is hereby deleted in its
entirety and the following is substituted in its place and stead:
    
          "(a) In respect of each Plan Year, the Employer will make 'Matching
Contributions for each Active Participant in the amount of the Applicable
Percentage' (as hereinafter defined) of such Participant's 401-K contribution to
the extent that such 401-K contribution does not exceed twelve percent (12%) (or
such other higher limit established by the Employer pursuant to Section 6.1(a)
hereof) of such Participant's Certified Earnings for the Plan Year subject to
the maximum limit on Matching Contributions set forth in (b) below (provided,
however, that the Employer may, on a prospective basis only, direct the Trustee
to use a definition of earnings other than Certified Earnings for purposes of
this Section 6.2, provided that such definition would be allowed under the

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Code and IRS regulations). For purposes of this subsection, the term
'Applicable Percentage' shall mean:

         For the Plan Year Ending                  Applicable Percentage
         ------------------------                  ---------------------

              April 30, 1997                                 30%
              April 30, 1998                                 35%
              April 30, 1999                                 40%
              April 30, 2000                                 45%
              April 30, 2001 and each Plan
                Year thereafter                              50%

         D. In all other respects, the provisions of the Plan shall remain
the same.

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