EXHIBIT 10.37



AMENDMENT NO. 3TOMANAGEMENT AGREEMENTOFROBERT P. COLLINS

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|THIS AMENDMENT NO. 3 is made this 15 day of November, 2000, by and between
SCOTT TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the "Company") and Robert P. Collins, an executive officer of the Company (hereinafter referred to as the "Executive"):                            
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|W I T N E S S E T H:                                                                                                                                                                                                                                                                                       
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|WHEREAS, on December 18, 1998 the Company and the Executive entered into a Management Agreement (hereinafter referred to as the "Agreement"); and                                                                                                                                                          
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|WHEREAS, the Company and the Executive agree that it is desirable to provide for a special extension of the Agreement to March 16, 2001;                                                                                                                                                                   
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|NOW, THEREFORE, pursuant to Section 6.3 of the Agreement and effective as of December 16, 2000, the Company and the Executive hereby amend the second paragraph of Section 1 of the Agreement by the deletion of said paragraph
and the substitution in lieu thereof of a new paragraph to read as follows:
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|                                                                                                                                                                   | end of such Special Extended Period or successive one (1) year period."
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|IN WITNESS WHEREOF, the Company, by its duly authorized officers, and the Executive have executed this Amendment No. 3 as of the day and year first above written.





| | SCOTT TECHNOLOGIES, INC.

          ("Company")
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| | By                                             
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| | Robert P. Collins ("Executive")