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                                                                   Exhibit 10.37


                               SECOND AMENDMENT TO
                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into as of this 21st day of May, 2000, by and
between Waterlink, Inc., a Delaware corporation (the "Company"), and T. Scott
King ("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 May 21, 1998, as amended 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 4.5:

                  4.6 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) two (2), and (b) the sum of two hundred fifty thousand dollars
         ($250,000), such payments being referred to as the "Change in Control
         Payment"). All payments under this Section 4.6 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 4.6(a), if any of the Change
         in Control



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         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 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 4.6(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




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         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 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 4.6(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 4.6.




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         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

         (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 4.6 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



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                           of (A) the sum of (1) the Base Salary in effect as of
                           the Date of Termination and (2) the Bonus Payment,
                           and (B) two (2), such amounts to be payable to
                           Executive in forty-eight (48) 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 other than any Bonus Payment that is not then
                           determined, which shall be paid in equal installments
                           over the balance of such forty-eight (48)
                           installments commencing no later than ninety (90)
                           days after the end of the fiscal year in which
                           Executive's employment is terminated. If the Company
                           fails to make, within five (5) days of the dates
                           specified above, any two (2) payments required to be
                           made 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 and one-half (1 1/2) years" and inserting "two (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)
         twenty-four (24) 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)




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         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.

         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
                                       Title:    Chairman of the Board

                                       /s/T. Scott King
                                       ---------------------------------
                                         T. Scott King







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