EXHIBIT 10 (tt)

     THIS  SECOND  AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into as
of  the  ____  day  of  October  2002  (the "Amendment") to a certain Employment
Agreement  dated  October  27,  1998 and First Amendment dated October 13, 2000,
respectively  ("Employment  Agreement")  by  and between MISONX INC., a New York
corporation,  having  a  place of business at 1938 New Highway, Farmingdale, New
York  11753  ("Employer"),  and  Michael A. McManus, Jr. with his address at 100
White  Plains  Road,  Bronxville,  New  York  10708  (Executive").

                              W I T N E S S E T H:
                              -------------------

     WHEREAS,  Executive is employed as President and Chief Executive Officer of
Employer  under  the  Employment  Agreement;  and

     WHEREAS,  the  parties desire to amend the Employment Agreement to continue
the  employment  of Executive hereunder, subject to, and in accordance with, the
terms  and  conditions of the Employment Agreement as presently in existence, as
modified  by  the  provisions  hereof.

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
and  covenants  herein  contained,  it  is  agreed  as  follows:

     1.   Term of Employment.

          The  term  of  employment  as  provided in Section 2 of the Employment
Agreement, is hereby renewed for a period of one year, commencing on November 1,
2002  and  ending  October  31,2003  (the  "Second  Renewal  Term").

     2.  Section  3  of  the Employment Agreement, dealing with Compensation, is
hereby  amended  as  follows:

     (a)  The  annual  base salary provided in Section 3(a) shall be Two Hundred
Seventy  Five  Thousand  ($275,000.00) Dollars per annum. The balance of Section
3(a)  of  the  Employment  Agreement  shall  remain  in  effect.

     (b)  Section 3(b) of the Employment Agreement is hereby modified in full to
provide  that  Executive shall receive a Minimum Bonus during the Second Renewal
Term  of  Two  Hundred  Fifty  Thousand  ($250,000.00)  Dollars.


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     3.  Executive  shall  receive  options  under  Employer's Stock Option Plan
covering  an  aggregate of 125,000 shares of Employer's common stock exercisable
at  the  fair  market  value  thereof  on the opening of business on the date of
execution  of this Amendment out of which the right to exercise 62,500 shares of
such  options  shall vest on November 1 2002 and the balance on November 1,2003.
The  right  to  exorcise  shall be in customary form granted under such plan and
shall  be  exercisable  for ten (10) years from the date of grant, unless sooner
terminated  in  accordance  with  its  terms.

      4.    General.

          The  terms  of  the  Employment  Agreement  are hereby incorporated by
reference  and  made  a  part  hereof.  Except as expressly modified herein, the
Employment  Agreement  shall  remain unmodified and in full force and effect. In
the  event  of any conflict between this Amendment and the Employment Agreement,
the  provisions  of  this  Amendment  shall  control.

     IN  WITNESS WHEREOF, the parties hereto have executed this Amendment on and
as  of  the  day  and  year  first  above  written.


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