EXHIBIT 10.36
October 13, 1997



Mr. Douglas W. Baena
19901 East Country Club Drive
Building Two, Apartment 104
Aventura, Florida 33180

Dear Sir:

         Reference is made to an Employment Agreement  ("Agreement") dated as of
January 1, 1995, as amended as of June 28, 1995, by and between you ("Employee")
and the undersigned ("Corporation").

         This is to confirm our understanding and agreement as follows:

         1. The Agreement is hereby amended in the following respects:

                  a. The Corporation shall have the right at any time during the
term of the Agreement to terminate the Agreement at its sole  discretion and for
any reason whatsoever  immediately upon the giving of 30 days' written notice of
such termination and specifying the effective time thereof;  provided,  however,
that if the Corporation  shall not have  terminated  Employee prior to April 30,
1997  pursuant  to this  paragraph,  Employee  shall  have the right at any time
during  the  term of the  Agreement  to  terminate  the  Agreement  at his  sole
discretion  upon the giving of 30 days written  notice of such  termination  and
specifying the effective  time thereof.  Upon either of such  terminations,  the
Corporation shall pay to Employee a severance payment (the "Severance  Payment")
of $75,000 payable in 12 monthly installments of $6,250 each,  commencing on the
first day of the  calendar  month  immediately  following  any such  termination
(subject to all required withholding).

                  b. Paragraph 1 of the Agreement is deleted and in lieu thereof
Employee  agrees to serve in such  executive  capacity as may be assigned to him
from time to time by the Board of Directors of the Corporation.

                  c.  Paragraphs  4(ii),  6(b) and 9 of the Agreement are hereby
deleted in their entirety.



<PAGE>
Mr. Douglas W. Baena
October 13, 1997
Page 2

                  d.  Notwithstanding  anything  contained  in the  fourth  full
paragraph of Section 13(c) of the Agreement to the contrary, if the Agreement is
terminated  by either the  Corporation  or Employee  pursuant to paragraph  1(a)
hereof,  and regardless of the payment of severance  thereunder,  from and after
such  termination,  the fourth full paragraph of Section 13(c) relating to "Non-
Competition"  shall no longer  apply to  Employee;  provided,  however,  that if
Employee  engages in any activity that would have been violative of such portion
of Section 13(c) ("Competitive Activity"), then all remaining obligations of the
Corporation with respect to Severance  Payment  installments to be paid from and
after  such  Competitive  Activity  shall  thereupon  cease,  and all  rights of
Employee to the remainder of such Severance Payment shall be forfeited.

         2. Except as provided in  paragraph  1(d) in the event of any  conflict
between the provisions of the Agreement and this letter,  the provisions of this
letter shall prevail. Except as provided herein, the Agreement shall continue in
full force and effect without change or modification.

                                         Very truly yours,

                                         MAKO MARINE INTERNATIONAL, INC.



                                          By:/s/ Hugh L. Russ, Jr.,
                                             Vice President/Secretary

AGREED:

/s/ Douglas W. Baena