AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT


         This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is entered
into as of this 9th day of June, 1997, by and between Figgie  International Inc.
(the "Company") and Richard A. Solon (the "Executive").

         WHEREAS,  the  Executive  is  presently in the employ of the Company as
President of the Snorkel Division of the Company; and

         WHEREAS,  the Company desires to retain the employment of the Executive
and the Executive desires to continue to serve the Company in such capacity; and

         WHEREAS, the Company and the Executive desire to set forth in a written
agreement the terms and provisions of such  employment and of certain  severance
and other payments to be made to the Executive under certain circumstances;

         NOW THEREFORE, in consideration of the foregoing,  the mutual covenants
and  agreements  set forth in this  Agreement  and for other  good and  valuable
consideration the receipt and sufficiency of which are hereby acknowledged,  the
Company and the Executive agree as follows:

Section 1. Definition. For purposes of this Agreement: the following terms shall
have the following meanings whenever used in this Agreement.

        1.1  Business Unit.  "Business Unit" shall mean the Snorkel  Division of
the Company.

        1.2  Sale of the Company.  "Sale of the Company" shall mean the first to
occur of the following:

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             a.  any  person  (including  any  individual,   firm,  partnership,
                 association, trust, trustee, personal representative,  group as
                 defined  in Rule 13d-5  under the  Securities  Exchange  Act of
                 1934, as amended, body corporate,  corporation,  unincorporated
                 organization,  syndicate  or  other  entity)  (other  than  the
                 Company)  is or  becomes  the  beneficial  owner,  directly  or
                 indirectly,  of (i) securities of the Company  representing 50%
                 or more of the  combined  voting  power of the  Company's  then
                 outstanding securities or (ii) assets of the Company comprising
                 50% or more of such assets; or

             b.  the consummation of any  consolidation or merger of the company
                 with any other  entity,  other  then 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), in combination with
                 the  ownership  of  any  trustee  or  other  fiduciary  holding
                 securities  under an employee  benefit plan of the Company,  at
                 least 50% of the combined voting power of the voting securities
                 of the Company or such surviving entity outstanding immediately
                 after such merger or consolidation.

        1.3  Sale of the Business  Unit.  "Sale of the Business Unit" shall have
occurred  when any  person  (other  than the  Company or any  subsidiary  of the
Company) is of becomes the beneficial owner,  directly or indirectly,  of assets
of the Business Unit comprising 50% or more of such assets.

        1.4  Net Proceeds.  "Net Proceeds" shall mean all cash consideration and
the fair market value of other  consideration (at the time such consideration is
received)  received by the Company in  connection  with the Sale of the Business
Unit, or, as applicable,  the aggregate cash  consideration  and the fair market
value of  other  consideration  (at the time  such  consideration  is  received)
received by the  stockholders of the Company (or received by the Company if such
consideration  is first  received  by the Company  and then  distributed  to its
stockholders)  in  connection  with  the  Sale  of the  Company  (excluding,  if
applicable,  holdbacks and amounts  deposited in escrow which  amounts have not
been

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released ("Holdbacks")),  less the legal fees, investment banking fees and other
costs  associated with the Sale of the Business Unit or the Sale of the Company,
as  applicable.  "Net  Proceeds"  shall also include the value of any  long-term
liabilities  (including any and all debt obligations) of the Company or Business
Unit, as  applicable,  indirectly or directly  assumed by the buyer or successor
entity,  as applicable,  in connection with the Sale of the Business Unit or the
Sale of the  Company,  as  applicable.  Net  Proceeds  shall be  approved by the
Management  Development,  Compensation and Nominating  Committee of the Board of
Directors of the Company and shall be final.  At such time as any  Holdbacks are
released  to the  stockholders  (or to the Company if such  Holdbacks  are first
released to the Company and then distributed to its stockholders) such holdbacks
shall constitute a portion of Net Proceeds.

Section 2. Term of Employment

         The Company will employ the Executive in accordance  with the terms and
conditions  set forth herein  commencing  as of the date of this  Agreement  and
extending to December 31, 1998. The Executive will continue to serve the Company
as President of the Snorkel  Division or in such other future capacity as he and
the Company might mutually agree and will devote his full business time and best
efforts to the satisfactory  discharge of the  responsibilities  of his offices,
performing  such other duties as might  reasonably be requested by the Company's
Chief Executive Officer.

         The initial period of employment will be automatically extended for one
(1)  additional  year at the end of the initial term,  and then again after each
successive year thereafter.  However,  either party may terminate this Agreement
at the end of the initial

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period, or at the end of any successive one (1) year term thereafter,  by giving
the other party written notice of intent not to renew,  delivered at least three
(3) months Prior to the end of such initial period or successive term.

         In the event such notice of intent not to renew is properly  delivered,
the term of the employment of the Executive shall then become indefinite and can
be  terminated  by  the  Company  without  notice.  Similarly,  subject  to  the
provisions  of  this  Agreement   relating  to   nondisclosure  of  confidential
information and non-interference  with employees,  customers and suppliers,  the
Executive  can quit,  at any time  thereafter,  without  notice to the  Company.

Section 3. Benefits Plans

         During  his   employment,   the   Executive   shall  be  entitled  to
participate  in  all  employee   benefit  plans  and  perquisites   which  are
maintained  or  established  by the Company  from time to time and which cover
the  Company's  executives  provided he satisfies any  applicable  eligibility
requirements therefor.

Section 4.  Continued Service Bonus

        4.1  Amount of Continued Service Bonus. As of the earlier of (i) Sale of
the Company and (ii) Sale of the Business Unit (such earlier date,  the "Release
Date")

             a.  the  Company  shall pay to the  Executive  in a cash lump sum a
                 transaction bonus determined as follows:
        

                 (i)   if  paid  upon  the  Sale  of  the  Business   Unit,  the
                       transaction  bonus  shall  equal  to  two  tenths  of one
                       percent (0.2%) of the Net Proceeds.

                 (ii)  if paid  upon the Sale of the  Company,  the  transaction
                       bonus shall equal two-tenths of one percent (0.2%) of the
                       portion of the Net  Proceeds  of the Sale of the  Company
                       which is allocable to the Business  Unit,  the amount and
                       method of which allocation shall be

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                       determined by the acquirer and approved by the Management
                       Development, Compensation and Nominating Committee of the
                       Board of Directors of the Company and shall be final.

             b.  the Company shall pay to the Executive in a cash lump sum those
                 presently   unpaid   installments,   if  any,  of  all  bonuses
                 previously   awarded   to  the   Executive   pursuant   to  the
                 Compensation Plan for Executives (the "Bonus Plan"); and

             c.  the  Company  shall pay to the  Executive  in a cash lump sum a
                 pro-rata bonus under the Bonus Plan with respect to the year in
                 which the Release  Date  occurs,  which bonus shall be based on
                 the Executive's  performance through the date of sale under the
                 Snorkel business plan for such year.

        4.2   Condition  Precedent to Receipt of Continued  Service Bonus.  As a
condition  precedent to  receiving  the  Continued  Service  Bonus  described in
Section  4.2  hereof,  the  Executive  must  relinquish  all  claim  that he has
immediately prior to the Sale of the Company or the Sale of the Business, to any
stock options which are not  exercisable in accordance  with their terms. If for
some reason the  Executive  fails to  relinquish  such  options and  receives an
amount in exchange for such options, the amount payable under Section 4.1 hereof
shall be reduced by the amount received by the Executive for such options.

        4.3   Effect on Employee Benefit Plans. No amount paid or payable to the
Executive under this Agreement shall  constitute  salary or compensation for the
purposes of any employee benefit plan maintained by Figgie.

Section 5.  Employment Terminations

        5.1   Termination   Due  to  Retirement  or  Death.  In  the  event  the
Executive's employment is terminated by reason of retirement or death during the
term of this  Agreement,  the  Executive's  employment with the Company shall be
deemed terminated as

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of the  effective  date of  retirement  or at the end of the month in which such
death  occurs  and all  benefits  will be  determined  in  accordance  with  the
Company's  retirement,  survivor's  benefits,  insurance,  Compensation Plan for
Executives and other applicable programs then in effect, except that in the case
of the death of the  Executive  the Company  will pay a pro rata  portion of any
bonus which would have been payable to the Executive under Section 5.6a. hereof.
In no event will the other benefits described in the remainder of Section 5.6 or
the  severance pay described in Section 5.7 be paid in the event of death and in
no  event  will  any of the  severance  benefits  described  in  Section  5.6 or
severance pay described in Section 5.7 be paid in the event of retirement.

        For  purposes  of this  Section  5.1,  the  determination  of  whether a
termination  qualifies as a retirement  will be made in accordance with the then
established rules and definitions of the Company's tax qualified defined benefit
plan.

        5.2   Termination Due to Disability.  In the event the Executive  during
the term of this Agreement becomes, in the opinion of the Company and based upon
reasonable  medical  opinion,  so  disabled  as to be unable  to  satisfactorily
perform his duties hereunder,  the Company will have the right to terminate this
Agreement  (but not the  Executive's  employment)  upon thirty (30) days written
notice  to the  Executive.  In such  event,  the  Executive's  benefits  will be
determined in  accordance  with the Company's  disability  and other  applicable
plans and programs then in effect,  except that in the case of the disability of
the  Executive  the Company will pay a pro rata portion of any bonus which would
have been payable to the Executive under Section 5.6a.  hereof. In no event will
the other

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benefits  described  in the  remainder  of  Section  5.6 or  the  severance  pay
described  in  Section  5.7 be  paid  in the  event  of  the  disability  of the
Executive.

        5.3   Voluntary   Termination  by  the  Executive.   The  Executive  may
terminate  his  employment at any time by giving the Company  written  notice of
intent to  terminate,  delivered at least ninety (90) calendar days prior to the
effective date of such termination.  The Company will pay the Executive his full
base  salary,  at the rate then in effect,  through the  effective  date of such
termination,  plus all other  benefits to which the Executive has a vested right
at that time (including but not limited to unused vacation time,  COBRA benefits
and stock option  benefits).  In such event, the Executive shall not be entitled
to the  Severance  Benefits  set forth in  Section  5.6  hereof and shall not be
entitled to the  severance  pay set forth in Section 5.7 hereof.  The  Executive
shall, however, comply with the provisions of Sections 6.1 and 6.2 hereof.

        5.4   Termination  by the Company  Other Than For Cause.  The  Executive
acknowledges  that he is,  has  been  and will  continue  at all  times to be an
at-will  employee  of the  Company  and as such  his  employment  has  been  and
continues  to be  terminable,  subject  to the  terms  and  conditions  of  this
Agreement, by either the Executive or the Company at any time upon notice to the
other as provided for herein and for any reason not prohibited by law.  However,
if the Company terminates the Executive's  employment other than for "Cause" (as
defined in Section 5.6 hereof),  the  Executive  will be entitled to receive the
Severance  Benefits  set forth in Section 5.6 hereof and the  Severance  Pay set
forth in Section 5.7 hereof.

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        5.5   Termination  by the Company For Cause.  Nothing in this  Agreement
will be  construed  to prevent  the Company  from  terminating  the  Executive's
employment  for Cause and  without  any further  duty or  obligation  under this
Agreement.  As used  herein,  "Cause" will be  determined  by the Company in the
exercise of good faith and  reasonable  judgment  and will include any breach of
this Agreement by the Executive or any act by him of gross personal  misconduct,
insubordination,  misappropriation  of Company funds, fraud,  dishonesty,  gross
neglect of or failure to perform the duties reasonably  required of him pursuant
to this  Agreement or any conduct which is in violation of any applicable law or
regulation  pertaining to the business of the Company. Upon any such termination
all rights,  obligations and duties of the parties  hereunder shall  immediately
cease, except Executive's obligations under Section 4 hereof.

        5.6   Severance Benefits.  In the event that the Company shall terminate
the employment of the Executive other than for "Cause" as defined in Section 5.5
hereof, the Company will, upon the effective date of such termination:

              a.  Pay to the Executive in a cash lump sum a pro rata bonus under
                  the  Bonus  Plan  with  respect  to the  year in  which  he is
                  terminated,  which Bonus shall be calculated using the formula
                  contained in the Bonus Plan based on the actual results of the
                  Company for such year but without any discretionary adjustment
                  of the amounts  payable to the Executive that might  otherwise
                  be permitted  under the Bonus Plan. Such bonus will be paid to
                  the  Executive  on the same day as bonuses  under the Plan are
                  paid to the  executives of the Company who are still  employed
                  with the Company.

<PAGE>

              b.  Pay for the costs of  outplacement  services  actually used by
                  the Executive  provided  however,  that the total fee paid for
                  such  services will be limited to an amount equal to seventeen
                  percent (17%) of the Executive's annual base salary rate as of
                  the effective date of termination of employment.

              c.  Pay to the Executive,  in the event that a Sale of the Company
                  or a Sale of the Business  Unit occurs  during the period that
                  would have  constituted the term of this Agreement absent such
                  termination  of employment,  the bonus  payments  described in
                  Section 4 hereof.

              d.  Continue to be obligated to pay when due all other benefits to
                  which  the  Executive  has a  vested  right  according  to the
                  provisions of any applicable  retirement or other benefit plan
                  or program.

        5.7   Severance  Pay.  If the  Executive  executes  the  Non-competition
Agreement attached hereto and delivers such executed Agreement to the Company no
later  than  thirty  (30)  days  after  the date of this  Agreement,  and if the
employment  of the Executive is terminated by the Company other than for "Cause"
as defined in Section 5.5 hereof,  the Executive  shall be entitled to Severance
Pay as follows:
           
              a.  The Company  shall  continue to pay to the  Executive  for the
                  twenty-four   (24)  months   following  his   termination   of
                  employment,  his monthly  base salary at the rate in effect as
                  of the  date  of  such  termination  in  accordance  with  the
                  Company's normal payroll practices.

              b.  In addition,  the Company,  throughout such twenty-four  month
                  period,  will  continue the  Executive's  life  insurance  and
                  health care benefits coverage on

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                  the same terms and at the same cost to the  Executive as would
                  be  applicable  to a  similarly  situated  full-time  employee
                  provided  however,  that in the event the Executive  begins to
                  receive  comparable  life  insurance  and health care benefits
                  (determined  at the sole  discretion  of the  Company)  from a
                  subsequent  employer  during  such  period,  the  Company  may
                  immediately  terminate  its life  insurance  and  health  care
                  benefits  coverage  of  the  Executive.   Coverage  under  the
                  Company's  health care benefits plan will be in lieu of health
                  care  continuation  under  the  Consolidated   Omnibus  Budget
                  Reconciliation  Act  ("COBRA") for periods such coverage is in
                  effect under this Agreement.

Section 6.   Covenants

        6.1  Disclosure or Use of  Information.  The Executive will at all times
during and after the term of his employment by the Company keep and maintain the
confidentiality of all Confidential  Information and will not at any time either
directly or  indirectly  use such  information  for his own benefit or otherwise
divulge, disclose or communicate such information to any person or entity in any
manner  whatsoever other than employees or agents of the Company who have a need
to know such  information and then only to the extent necessary to perform their
responsibilities  on  behalf  of the  Company.  As  used  herein,  "Confidential
Information"  will mean any and all  information  (excluding  information in the
public  domain) which relates to the business of the Company  including  without
limitation all patents and patent  applications,  copyrights applied for, issued
to or  owned by the  Company,  inventions,  trade  secrets,  computer  programs,
engineering and technical

<PAGE>

data,  drawings or designs,  manufacturing  techniques.  information  concerning
pricing and  pricing  policies,  marketing  techniques,  suppliers,  methods and
manner of operations,  and information  relating to the identity and/or location
of all past, present and prospective customers of the Company.

        6.2  Co-operation. During the term of this Agreement and for a period of
twenty-four  (24) months  following  its  termination,  the  Executive  will not
attempt to induce any employee of the Company to terminate his or her employment
with  the  Company  nor  will he take  any  action  with  respect  to any of the
suppliers  or  customers  of the Company  which would have or might be likely to
have an adverse effect upon the business of the Company. Executive hereby agrees
not to make any statement or take any action, directly or indirectly,  that will
disparage or discredit the Company, its Officers, Directors, employees or any of
its products,  or in any way damage its  reputation or ability to do business or
conduct its affairs.  Executive  agrees that  subsequent to his  termination  of
employment he will, in conjunction with a Company request, reasonably co-operate
with the Company in connection with transition matters,  disputes and litigation
matters  upon  reasonable  notice,  at  reasonable  times,  and  will be paid or
reimbursed for reasonable  expenses  incurred by the Executive  relating to such
matters.

        6.3  Injunctive Relief. In the event of a breach or threatened breach of
any of the  provisions of this Section 4 by the  Executive,  the Company will be
entitled  to  preliminary  and  permanent  injunctive  relief,  without  bond or
security,  sufficient to enforce the provisions  thereof and the Company will be
entitled  to  pursue  such  other  remedies  at law  or in  equity  as it  deems
appropriate.

<PAGE>

Section 7.   Miscellaneous

        7.1  Successors.  This  Agreement is personal to the  Executive and will
not be assignable by him without the prior written consent of the Company.  This
Agreement may be assigned or  transferred  to and will be binding upon and inure
to the  benefit  of any  Successor  of the  Company.  As used  herein,  the term
"Successor" will include any person, firm,  corporation or business entity which
acquires all or  substantially  all of the assets or succeeds to the business of
the Company or the Division.

        7.2  Entire Agreement. This Agreement supersedes any prior agreements or
understandings,  oral or written,  between the  Executive  and the Company  with
respect to the subject matter hereof and constitutes the entire agreement of the
parties with respect thereto.

        7.3  Modification. This Agreement will not be varied, altered, modified,
canceled, changed, or in any way amended except by mutual agreement in a written
instrument   executed  by  the  Company  and  the   Executive   or  their  legal
representatives.

        7.4  Tax Withholding. The Company may withhold from any benefits payable
under this Agreement all federal, state, city, or other taxes as may be required
pursuant to any law or governmental regulation or ruling.

        7.5  Governing  Law. To the extent not  preempted  by federal  law,  the
provisions of this Agreement  will be construed and enforced in accordance  with
the laws of the State of Ohio.

        7.6  Indemnification.  The  Company  has  obtained  an opinion of Arthur
Andersen LLP that the payments and benefits  under this  Agreement do not exceed
the maximum amount

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which can be paid to the Executive without incurring an excise tax under Section
4999 of the Internal  Revenue Code. If the Internal Revenue Service asserts that
the amounts payable to the Executive under this Agreement  nonetheless give rise
to an excise  tax  under  Sections  4999 of the  Internal  Revenue  Code and the
Executive  co-operates  with the Company in appealing the  determination  of the
Internal  Revenue Service through whatever level of  administrative  or judicial
appeals is deemed  appropriate by the Company,  the Company shall  indemnify the
Executive  for the amount of such excise tax,  for any  interest  and  penalties
applicable  thereto,  and  for  any  income  or  excise  taxes  payable  on such
indemnification.   The  Company   shall  pay  all  costs  of   challenging   the
determination  that the excise tax applies to payments  hereunder  including any
administrative  costs, court costs,  attorney fees, and accounting fees, whether
incurred by the Company or incurred by the Executive.

        7.7  Replacement of Existing Contracts.  This Agreement will replace the
Management Agreement dated December 9, 1994 between Figgie and the Executive and
the Retention Agreement dated July 23, 1996 between Figgie and the Executive.

        IN WITNESS  WHEREOF,  the  Executive  and the Company have executed this
Agreement as of the day and year first above written.



Figgie International Inc.



By:  /s/ Illegible Signature
----------------------------------

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Attest:  /s/ Illegible Signature
----------------------------------


/s/ Richard A. Solon
----------------------------------
Richard A. Solon