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                                                                   Exhibit 10.36

                               FIRST AMENDMENT TO
                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into as of this 19th day of May, 2000, by and
between Waterlink, Inc., a Delaware corporation (the "Company"), and Mark Brody
("Executive").

                              W I T N E S S E T H :

         WHEREAS, the Company and Executive entered into an Executive Employment
Agreement, dated as of January 20, 2000 (the "Employment Agreement"); and

         WHEREAS, the Company and Executive desire to amend the Employment
Agreement, as provided below;

         NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree as follows:

         1.       CHANGE OF CONTROL BONUS.  The Employment Agreement shall be
amended by adding the following Section immediately following Section 4.4:

                  4.5 CHANGE OF CONTROL BONUS. (a) In the event that Executive
         is still employed by the Company at the time of a Change in Control
         (the "Change in Control Date"), the Company shall pay to Executive as
         an additional bonus (the "Change of Control Bonus") (a) a lump sum
         amount equal to the product of (A) the sum of (1) the Base Salary in
         effect as of the Change in Control Date and (2) the Bonus Payment, and
         (B) one and one-half (1 1/2), and (b) the sum of one hundred
         twenty-five thousand dollars ($125,000) (such payments being referred
         to as the "Change in Control Payment"). All payments under this Section
         4.5 shall be made on the Change in Control Date. In addition, if the
         receipt of the lump sum pursuant to the foregoing sentence would cause
         Executive to pay federal income tax for the year of receipt at a higher
         marginal rate than Executive would have paid for such year had there
         not been a Change in Control (the "Original Marginal Amount"),
         Executive shall receive an additional amount such that the amount
         retained by Executive after the payment of federal income taxes on such
         lump sum shall be the same as if such lump sum had been taxed at the
         Original Marginal Rate. Executive shall not be required to mitigate the
         amount of compensation payable to Executive hereunder, by securing
         other employment or otherwise, nor will such compensation be reduced by
         reason of Executive securing other employment or for any other reason.

                  (b) In the event that Executive becomes entitled to the Change
         in Control Payment provided for in Section 4.5(a), if any of the Change
         in Control Payment will be subject to the tax (the "Excise Tax,")
         imposed by Section 4999 of the Internal Revenue Code of 1986, as
         amended (the "Code"), the Company shall




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         pay to Executive at the time specified below, an additional amount (the
         "Gross-Up Payment") such that the net amount retained by Executive,
         after deduction of any Excise Tax on the Change in Control Payment and
         any federal, state and local income tax and Excise Tax upon the payment
         provided for by this paragraph, shall be equal to the Change in Control
         Payment. For purposes of determining whether any of the Change in
         Control Payment will be subject to the Excise Tax and the amount of
         such Excise Tax, (x) any other payments or benefits received or to be
         received by Executive in connection with a Change in Control of the
         Company (whether pursuant to the terms of this Agreement or any other
         plan, arrangement or agreement with the Company, any person whose
         actions result in a Change in Control or any person having such a
         relationship with the Company or such person as to require attribution
         of stock ownership between the parties under section 318(a) of the
         Code) shall be treated as "parachute payments" within the meaning of
         section 280G(b)(2) of the Code, and all "excess parachute payments"
         within the meaning of section 280G(b)(l) shall be treated as subject to
         the Excise Tax, unless in the opinion of tax counsel selected by the
         Company's independent auditors and acceptable to Executive such other
         payments or benefits (in whole or in part) do not constitute parachute
         payments, or such excess parachute payments (in whole or in part)
         represent reasonable compensation for services actually rendered within
         the meaning of section 280G(b)(4) of the Code, (y) the amount of the
         Change in Control Payment which shall be treated as subject to the
         Excise Tax shall be equal to the lesser of (A) the total amount of the
         Change in Control Payment or (B) the amount of excess parachute
         payments within the meaning of Sections 280G(b)(1) and (4) (after
         applying clause (x), above, and after deducting any excess parachute
         payments in respect of which payments have been made under this Section
         4.5(b)), and (z) the value of any non-cash benefits or any deferred
         payment or benefit shall be determined by the Company's independent
         auditors in accordance with the principles of Sections 280G(d)(3) and
         (4) of the Code. For purposes of determining the amount of the Gross-Up
         Payment, Executive shall be deemed to pay federal income taxes at the
         highest marginal rate of federal income taxation in the calendar year
         in which the Gross-Up Payment is to be made, and state and local income
         taxes at the highest marginal rates of taxation in the state and
         locality of Executive's residence upon the Change in Control Date, net
         of the maximum reduction in federal income taxes which could be
         obtained from deduction of such state and local taxes. In the event
         that the Excise Tax is subsequently determined to be less than the
         amount taken into account hereunder at the time of the Change in
         Control, Executive shall repay to the Company at the time that the
         amount of such reduction in Excise Tax is finally determined the
         portion of the Gross-Up Payment attributable to such reduction plus
         interest on the amount of such repayment at the rate provided in
         section 1274(b) (2) (B) of the Code. In the event that the Excise Tax
         is determined to exceed the amount taken into account hereunder at the
         Change in Control including by reason of any payment the existence or
         amount of which cannot be determined at the time of the Gross-Up
         Payment), the Company shall make an



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         additional gross-up payment in respect of such excess (plus any
         interest payable with respect to such excess) at the time that the
         amount of such excess is finally determined.

                  (c) For purposes of this Agreement, a "Change in Control" of
         the Company shall mean (i) the acquisition of beneficial ownership (as
         defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")) , directly or indirectly, by any "person"
         (as such term is used in Sections 13(d) and 14 (d) of the Exchange
         Act), other than the Company or Executive or an entity directly or
         indirectly controlled by Executive, of securities of the Company
         representing a majority or more of the combined voting power of the
         Company's then outstanding securities, (ii) the failure, for any
         reason, of the individuals who presently constitute the Board of
         Directors (the "Incumbent Board") to constitute at least a majority
         thereof, provided that any director whose election has been approved in
         advance by directors representing at least two-thirds (2/3) of the
         directors comprising the Incumbent Board or by Executive shall be
         considered, for these purposes, as though such director were a member
         of the Incumbent Board, (iii) the stockholders of the Company approve a
         merger or consolidation of the Company with any other corporation,
         other than a merger or consolidation which would result in the voting
         securities of the Company outstanding immediately prior thereto
         continuing to represent (either by remaining outstanding or by being
         converted into voting securities of the surviving entity) at least a
         majority of the combined voting power of the voting securities of the
         Company or such surviving entity outstanding immediately after such
         merger or consolidation, and such merger or consolidation occurs; or
         (iv) the stockholders of the Company approve a plan of complete
         liquidation of the Company or an agreement for the sale or disposition
         by the Company of all or substantially all of the Company's assets.

                  (d) In the event of a Change in Control, Executive hereby
         agrees that he will be receptive to a request by (i) the person
         referred to in Section 4.5(c)(i), or (ii) the Company or its successor,
         as the case may be, to remain with the Company or its successor during
         an appropriate short-term transition period following the Change in
         Control either under the terms of this Agreement or another agreement,
         all as negotiated in good faith by the Company or its successor and
         Executive, it being agreed that reaching such agreement is not a
         condition to receipt by Executive of payments under this Section 4.5.

         2.       BONUS PAYMENT.

         (i) Section 8.1 of the Employment Agreement shall be amended by
         deleting the phrase ", other than any Bonus Payment that is not then
         determined, which shall be paid when such Bonus Payment under Section
         4.2 would otherwise have been due" from the penultimate sentence
         thereof; and



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         (ii)     Section 8.2 of the Employment Agreement shall be amended by:

                  (A) deleting the phrase ", other than any Bonus Payment that
                  is not then determined, which shall be paid when such Bonus
                  Payment under Section 4.2 would otherwise have been due" from
                  the first sentence thereof, and

                  (B) by deleting the last sentence thereof and inserting the
                  following in lieu thereof:

                           The "Bonus Payment" shall mean a payment in an amount
                           equal to the then current Base Salary.

         3.   IMPROPER TERMINATION; GOOD REASON. Section 8.4 of the Employment
Agreement shall be amended by deleting that Section in its entirety and
inserting the following in lieu thereof:

         8.4  IMPROPER TERMINATION; GOOD REASON.

                  (a) In the event that there has not been a Change in Control
         Payment made pursuant to Section 4.5 above, then if (x) in breach of
         this Agreement, the Company shall terminate Executive's employment
         other than pursuant to Section 7.3 (it being understood that a
         purported termination pursuant to Section 7.3 which is disputed and
         finally determined not to have been proper shall be a termination by
         the Company in breach of this Agreement) or (y) Executive shall
         terminate his employment for Good Reason, then

                                  (i) The Company shall pay Executive his full
                           Base Salary through the Date of Termination at the
                           rate in effect at the time Notice of Termination is
                           given, as well as all accrued bonus compensation
                           through the Date of Termination; plus

                                 (ii) In lieu of all other salary and incentive
                           compensation payments which Executive would have
                           earned under this Agreement but for his termination,
                           the Company shall pay to Executive, as liquidated
                           damages, an amount equal to the product of (A) the
                           sum of (1) the Base Salary in effect as of the Date
                           of Termination and (2) the Bonus Payment, and (B) one
                           and one-half (1 1/2), such amounts to be payable to
                           Executive in thirty-six (36) equal semi-monthly
                           installments on the fifteenth and last day of each
                           month, commencing on the fifteenth day of the month
                           following the month in which the Date of Termination
                           occurs. If the Company fails to make, within five (5)
                           days of the dates specified above, any two (2)
                           payments required to be made



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                           pursuant to this Section 8.4(a)(i) or (ii), the
                           Company shall pay to Executive, within ten (10) days
                           of the date of such second failure, in a lump sum, an
                           amount equal to the sum of the remaining payments
                           (including any payments that the Company failed to
                           make) to which Executive would have been entitled
                           pursuant to Section 8.4(a)(i) and (ii) if such
                           failures had not occurred.

                  (b) If Executive terminates his employment under this
         Agreement for Good Reason, the Company shall pay all other damages for
         any and all loss of benefits which Executive would have received under
         the Company's employee benefit plans if the Company had not breached
         this Agreement and had Executive's employment continued for the full
         Term as then in effect (including, without limitation, benefits
         Executive would have been entitled to receive pursuant to any of the
         Company's pension, profit sharing and other deferred compensation plans
         had his employment continued for such Term at the rate of compensation
         specified herein), and including all legal fees and expenses incurred
         by him as a result of such termination and in enforcing his rights.

         4.  CONTINUED MAINTENANCE OF BENEFIT PLANS. Section 8.5 of the
Employment Agreement shall be amended by deleting the reference in the first
sentence to "one (1) year" and inserting "one and one-half (1 1/2) years" in
lieu thereof.


         5.  NON-COMPETITION. Section 11.2 of the Employment Agreement shall be
amended by deleting the Section in its entirety and inserting the following in
lieu thereof:

                  11.2 Executive agrees that for a period commencing on the Date
         of Termination and concluding upon the earlier to occur of (a) eighteen
         (18) months after such Date of Termination and (b) the date subsequent
         to such Date of Termination upon which the Company is in material
         breach of any material provision of this Agreement (provided that
         Executive notifies the Company in writing of such breach and the
         Company does not cure such breach within ten (10) days of the receipt
         of such notice from Executive), Executive shall not own operate,
         control or participate in the ownership, management, manage operation
         or control, or be employed by or connected in any manner in the
         "Territory" (as defined below) with, any business, firm or corporation
         which is engaged in or competes with the business of the Company, its
         subsidiaries, affiliates or division as such business is constituted on
         the Date of Termination. The Territory shall mean any country in the
         world in which the Company or any of its subsidiaries maintains offices
         or manufacturing facilities or has employees at the Date of
         Termination, it being acknowledged that the Company's business is and
         is intended to continue to be international in nature.




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         6.   NO OTHER AMENDMENTS. Other than as expressly stated herein, the
Employment Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.

                                                 WATERLINK, INC.

                                                 By:/s/Robert Pinkas
                                                   -------------------------
                                                 Name: Robert Pinkas



                                                 /s/Mark Brody
                                                 -------------------------
                                                 Mark Brody








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