AMENDMENT TO EMPLOYMENT AGREEMENT

    THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and entered
into this 3rd day of November,  1999,  by and between  Flanders  Corporation,  a
North  Carolina  corporation  (formerly  known  as  Elite  Acquisitions,   Inc.)
("Flanders  Corporation"),  Flanders Filters, Inc., a North Carolina corporation
("Flanders  Filters")  (Flanders  Corporation and Flanders Filters are sometimes
hereinafter  collectively  referred  to as the  "Company"),  and Robert  Amerson
("Amerson"  or  the  "Executive").  In  this  Amendment,  Flanders  Corporation,
Flanders  Filters,  and Amerson,  together with their  successors  and permitted
assignees,  are  separately  referred  to as a "Party" and  collectively  as the
"Parties."

                              W I T N E S S E T H:

    WHEREAS, Flanders Corporation,  Flanders Filters and Amerson entered into an
Employment  Agreement (the "Agreement")  dated December 15, 1995, and amended on
December 4, 1997.

    WHEREAS,  Flanders  Corporation,  Flanders  Filters and Amerson  amended the
Agreement on November 3, 1999; and

    WHEREAS,  Flanders  Corporation,  Flanders  Filters  and  Amerson  desire to
further amend the Agreement upon the terms provided herein.

    NOW,  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby  acknowledged,  the Parties hereby agree to amend
the Agreement as follows:

    1.  AMENDMENT TO TERM.

    Section 3 of the Agreement is hereby amended as follows:

        The  employment of the Executive by the Company under the  provisions of
    this Agreement  shall end on December 31, 2010,  unless further  extended or
    sooner terminated as hereinafter  provided. On December 31, 2010, and on the
    last day of  December  each  year  thereafter,  the  term of the  Executives
    employment  shall,  unless sooner  terminated as  hereinafter  provided,  be
    automatically  extended  for an  additional  two year  period  from the date
    thereof unless, at least six (6) months before such December 31, the Company
    shall have delivered to the Executive or the Executive  shall have delivered
    to the Company  written  notice that the term of the  Executives  employment
    hereunder will not be extended beyond its existing duration.

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    2.  NO FURTHER AMENDMENT

        Except as provided  above,  the Agreement shall remain in full force and
    effect, unless further amended pursuant to the terms of the Agreement.

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

                                      FLANDERS CORPORATION

                                      By:   /s/ Steven K. Clark
                                      Its:  CFO



                                      FLANDERS FILTERS, INC.

                                      By:   /s/ Steven K. Clark
                                      Its:  CFO




                                      ROBERT AMERSON

                                      /s/ Robert R. Amerson
                                      Robert Amerson


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