  We report the results of the analysis of ASCA/ROSAT observations of the
compact luminous X-ray source found at the edge of the nearby star-forming
dwarf galaxy Holmberg II (UGC 4305).Our ASCA spectrum revealed that the X-ray
emission extends to the hard band and can be best described by a power-law with
a photon spectral index of 1.9. The ASCA spectrum does not fit with a
multi-color disk blackbody. The joint ASCA-ROSAT spectrum suggests two
components to the spectrum: the hard power-law component and a warm thermal
plasma kT~0.3[keV]. An additional absorption over that of our galaxy is
required. The wobble correction of the ROSAT HRI image has clearly unveiled the
existence of an extended component which amounts to 27+/-5% of the total X-ray
emission.
  These observations indicate that there are more than one component in the
X-ray emission. The properties of the point-like component is indicative of an
accretion onto an intermediate mass blackhole, unless a beaming is taking
place. We argue that the extended component does not come from electron
scattering and/or reflection by scattered optically-thick clouds of the central
radiation. Possible explanations of this X-ray source include multiple
supernova remnants feeding an intermediate-mass blackhole. (abridged)
