BUILDING LOAN AGREEMENT MODIFICATION AGREEMENT


         AGREEMENT  dated as of this 15th day of  November,  1995 by and between
FLEET BANK f/k/a FLEET BANK OF NEW YORK, a bank organized and existing under and
by virtue of the laws of the State of New York and having its principal  banking
house  located at 69 State  Street,  City and  County of Albany,  New York 12201
(herein referred to as the "Lender") and ENVIRONMENT-ONE CORPORATION, a New York
corporation  with an office and  principal  place of  business at P. O. Box 773,
2273 Balltown Road, Schenectady, New York 12309 (herein called the "Borrower").


                              W I T N E S S E T H:

         WHEREAS,  on December 30, 1992, the Lender loaned to the Borrower Three
Million and no/100 Dollars  ($3,000,000.00)  pursuant to a Business Purpose Note
(herein called the "1992 Note") dated said 30th day of December,  1992, executed
by the Borrower in favor of the Lender; and

         WHEREAS,   One  Million  Two  Hundred   Thousand  and  no/100   Dollars
($1,200,000.00)  of the 1992 Note  proceeds  were to be advanced to the Borrower
pursuant to the terms of a Building Loan Agreement also dated as of December 30,
1992,  executed  by the  Borrower  in favor of the  Lender and duly filed in the
Office of the Schenectady  County Clerk (the "Building Loan  Agreement").  As at
the date hereof,  Seventy-Five  Thousand  Four Hundred  Ninety-Eight  and 11/100
Dollars  ($75,498.11)  remains unadvanced  pursuant to the terms of the Building
Loan Agreement; and

         WHEREAS,   One  Million  Eight  Hundred  Thousand  and  no/100  Dollars
($1,800,000.00)  of the 1992 Note  proceeds  were to be advanced to the Borrower
pursuant  to a Loan  and  Security  Agreement  (herein  called  the  "1992  Loan
Agreement")  also dated December 30, 1992,  executed by the Borrower in favor of
the Lender; and

         WHEREAS, the 1992 Note and the 1992 Loan Agreement were modified by the
parties  pursuant  to the  terms  of a Note  and  Loan  and  Security  Agreement
Modification Agreement by and between the Borrower and the Lender dated the 23rd
day of March, 1994 (the "Modification Agreement"),  were further modified by the
parties  pursuant  to the  terms  of a Note  and  Loan  and  Security  Agreement
Modification  Agreement  No. 2 by and between the  Borrower and the Lender dated
the 20th day of March, 1995 (the  "Modification  Agreement No. 2"); were further
modified  by the parties  pursuant to the terms of a Note and Loan and  Security
Agreement  Modification  Agreement  No. 3 by and  between the  Borrower  and the
Lender dated the 30th day of March, 1995 (the  "Modification  Agreement No. 3");
and were further modified  pursuant to the terms of a Note and Loan and Security
Modification  Agreement  No. 4 by and between the  Borrower and the Lender dated
the 18th day of October,  1995 (the  "Modification  Agreement  No. 4"). The 1992
Note,  as modified  pursuant to the  Modification  Agreement,  the  Modification
Agreement No. 2, the Modification Agreement No. 3 and the Modification Agreement
No. 4 is hereinafter referred to as the "Note", and the 1992 Loan Agreement,  as
modified pursuant to the terms of the Modification  Agreement,  the Modification
Agreement No. 2, the Modification Agreement No. 3 and the Modification Agreement
No. 4 is hereinafter referred to as the "Loan Agreement";
<PAGE>
         WHEREAS,  the  Borrower,  as  additional  collateral  security  for the
repayment of the Note, including interest,  executed and delivered to the Lender
on December 30, 1992 a mortgage  (herein called the  "Mortgage")  covering those
premises described on Schedule A, as well as other property; and

         WHEREAS,  the  Borrower  and the  Lender  wish to modify  the terms and
conditions of the Building Loan  Agreement to allow the Lender to advance to the
Borrower the  remaining  Seventy-Five  Thousand  Four Hundred  Ninety-Eight  and
11/100  Dollars  ($75,498.11)  of Note  proceeds to be advanced  pursuant to the
terms of the Building Loan Agreement.

         NOW, THEREFORE,  in pursuance of said agreement and in consideration of
the mutual  promises,  covenants and agreements  herein contained and other good
and  valuable  consideration,  the  receipt  of  which  is  hereby  respectfully
acknowledged by the parties, the Borrower and the Lender agree as follows:

         1.  Paragraph 8 of the Building Loan Agreement is modified and replaced
in its entirety as follows:

         "8. In the case the Project is not  completed on or before the 30th day
         of June,  1996, or if the Borrower is in default pursuant to any of the
         terms and  conditions of this Building Loan  Agreement,  the Note,  the
         Loan  Agreement,  the  Mortgage  or any other  instrument  of credit or
         lending  between the Borrower and the Lender - the Lender may enter and
         complete  the Project or protect it from whether and from any injury or
         damage in such manner as it shall deem best, with any expense  incurred
         by the Lender to be and  continue as a part of the money to be advanced
         and secured by the Mortgage;  or Lender,  at its option,  may deem said
         Mortgage and the amount  advanced  thereof  under and by virtue of this
         Agreement and the Loan  Agreement,  to be immediately  due and payable;
         and the  determination  of said Lender that there has been such failure
         to proceed  diligently  with the  construction  and  completion  of the
         Project  shall be final for all  intents and  purposes,  as between the
         parties  hereto.  Lender  shall  have no  obligation  to  complete  the
         construction, but if it does, the terms of this paragraph shall apply."

         2.  Except as  expressly  modified  hereunder,  all the other terms and
conditions of the Building Loan Agreement remain in full force and effect.

         3. The undersigned  hereby warrants and covenants to the Lender that as
of the  date of this  Agreement,  there  are no  disputes,  offsets,  claims  or
counterclaims of any kind or nature whatsoever under the Note, the Mortgage, the
Building Loan Agreement,  the Loan Agreement or any of the documents executed in
connection  herewith or therewith or the  obligations  represented  or evidenced
hereby or thereby.
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
year and date above written.

                                                 ENVIRONMENT-ONE CORPORATION


                                                 By: /s/ Angelo Dounoucos
                                                     ---------------------------
                                                     Angelo Dounoucos, President
                                                     and Chief Executive Officer


                                                 By: /s/ Philip Welsh
                                                     ---------------------------
                                                     Philip Welsh, Treasurer


                                                 FLEET BANK


                                                 By: /s/ Kevin P. Harrigan
                                                     ---------------------------
                                                     Kevin P. Harrigan
                                                     Vice President


STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF SCHENECTADY    )

         On this  15th day of  November,  1995,  before me  personally  appeared
Angelo  Dounoucos,  to me known,  who being by me duly sworn, did depose and say
that he resides at 720 St. David's Lane, Schenectady, New York 12309, that he is
the President and Chief Executive Officer of  ENVIRONMENT-ONE  CORPORATION,  the
corporation  described in and which executed the above  instrument;  and that he
signed his name thereto by order of the Board of Directors of said corporation.

                                                        /s/ Susan H. Gisotti
                                                        ------------------------
                                                        Notary Public

                                                      SUSAN H. GISOTTI      
                                               Notary Public, State of New York 
                                                         No. 4990816            
                                               Qualified in Schenectady County  
                                             Commission Expires January 13, 1998

STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF SCHENECTADY    )

         On this  15th day of  November,  1995,  before me  personally  appeared
Philip Welsh, to me known,  who being by me duly sworn,  did depose and say that
he resides at 13 Nottingham Way South,  Clifton Park, New York 12065, that he is
the Treasurer of ENVIRONMENT-ONE  CORPORATION,  the corporation described in and
which  executed  the above  instrument;  and that he signed his name  thereto by
order of the Board of Directors of said corporation.

                                                        /s/ Susan H. Gisotti
                                                        ------------------------
                                                        Notary Public

                                                      SUSAN H. GISOTTI      
                                               Notary Public, State of New York 
                                                         No. 4990816            
                                               Qualified in Schenectady County  
                                             Commission Expires January 13, 1998
<PAGE>

STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF SCHENECTADY    )

         On this 15th day of November, 1995, before me personally appeared Kevin
P. Harrigan, to me known, who being by me duly sworn, did depose and say that he
resides  at 201  Autumn  Run,  Schenectady,  New York  12306,  that he is a Vice
President of FLEET BANK,  the  corporation  described in and which  executed the
above  instrument;  and that he signed his name thereto by order of the Board of
Directors of said corporation.

                                                        /s/ Susan H. Gisotti
                                                        ------------------------
                                                        Notary Public

                                                      SUSAN H. GISOTTI      
                                               Notary Public, State of New York 
                                                         No. 4990816            
                                               Qualified in Schenectady County  
                                             Commission Expires January 13, 1998