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                                 AMENDMENT NO. 1
                                       TO
                              MANAGEMENT AGREEMENT
                                       OF
                                  MARK A. KIRK


         THIS AMENDMENT NO. 1 is made this 14 day of May, 1999, by and between
SCOTT TECHNOLOGIES, INC., a Delaware corporation (formerly known as Figgie
International Inc. and hereinafter referred to as the "Company") and Mark A.
Kirk, an executive officer of the Company (hereinafter referred to as
"Executive"):

                              W I T N E S S E T H:

                  WHEREAS, on August 25, 1998 the Company and the Executive
entered into a Management Agreement (hereinafter referred to as the
"Agreement"); and

                  WHEREAS, the Company and the Executive desire to make certain
amendments to the Agreement;

                  NOW, THEREFORE, pursuant to Section 6.3 of the Agreement, the
Company and the Executive hereby amend the Agreement effective as of February
10, 1999, as follows:

                  (1) Subsection b of Section 4.4 of the Agreement related to
termination of employment by the Executive "With Good Reason" is hereby amended
by the addition to said Subsection b of new paragraphs v and vi to read as
follows:

                  "v.      a move of the Company's Headquarters to a location
                           which is outside of a fifty (50) mile radius of the
                           current location of the Company's Headquarters in
                           Mayfield Heights, Ohio; or



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                  vi.      a relocation of the place where the Executive is
                           assigned to work to a location which is outside of a
                           fifty (50) mile radius of the current location of the
                           Company's Headquarters in Mayfield Heights, Ohio."

                  (2) Section 4.9 of the Agreement is hereby amended by the
deletion of said Section and the substitution in lieu thereof of a new Section
4.9 to read as follows:

                  4.9 VESTING OF STOCK OPTIONS. In the event of a Change in
         Control the Committee under the Option Plan will cause all stock
         options granted to the Executive pursuant to the Option Plan to become
         immediately exercisable as follows:

                  a.       SERVICE BASED OPTIONS. Options which would otherwise
                           become exercisable solely upon the passage of time
                           regardless of the price of a Share of Common Stock of
                           the Company shall become exercisable in full upon the
                           Change in Control.

                  b.       PERFORMANCE BASED OPTIONS. Options which would
                           otherwise become exercisable upon the attainment of a
                           specified price of a Share of Common Stock of the
                           Company shall become exercisable to the extent that
                           the sales price in the Change in Control transaction
                           satisfies the price targets set forth in the Option
                           Agreement, without regard to the 20 consecutive day
                           price maintenance requirement of the Option
                           Agreement.

                                    In addition, to the extent that the sales
                           price in the Change in Control is above $15.75 per
                           share of Common Stock of the Company, is below $30
                           per share and is not equal to $18 or $24 per share
                           ($15.75, $18, $24 and $30 are hereinafter referred to
                           as `price


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                           targets'), a part of the Option shall become
                           exercisable equal to the number of Shares
                           which would have become exercisable had the sales
                           price been at the next highest price target
                           multiplied by a fraction the numerator of which shall
                           equal the amount by which the sales price in the
                           Change in Control exceeds the next lower price target
                           and the denominator of which shall equal the amount
                           by which the next highest price target exceeds the
                           next lower price target.

                                    In addition to the above provisions for with
                           respect to the exercisability of the stock option
                           shares in the event of a Change in Control, the Stock
                           Option Committee may in its sole discretion, waive
                           any or all remaining higher stock option price
                           targets and determine to make any or all of such
                           remaining shares exercisable.

         Such stock options as become exercisable in accordance with the
         preceding provisions shall remain so exercisable until their
         expiration. The `price targets' referred to in the preceding paragraph
         will be adjusted for any stock split, stock dividend, combination or
         exchange of shares, exchange for other securities, reclassification,
         reorganization, redesignation, merger, consolidation, recapitalization,
         spin-off, split-off, split-up or other such change in accordance with
         the provisions of Section 8 of the Stock Option Agreement between the
         Executive and the Company.

                  In the event the proceeds from a sale or disposition of any of
         the Affiliates which the Company owns on the date of this Agreement are
         used to provide a dividend to the stockholders of the Company, then
         immediately upon the effective date of such sale or disposition the
         Company will cause the stock options, other than the Special Stock
         Option, granted to the Executive pursuant to the Option Plan


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         to become immediately exercisable in the amounts described above and
         to remain exercisable in such amounts so that the Executive shall be
         entitled to become a stockholder of record such that the Executive
         shall be entitled to receive the benefits of the dividend. In the event
         a Change in Control occurs after the date such a dividend is provided
         and the Executive exercises his Special Stock Option, the Company will
         pay an amount in cash to the Executive equal to the dividend which
         would have been paid to him if he had been a stockholder of record
         at the time such a dividend was paid to stockholders of the Company."

                  (3) Subsection b of Section 6.7 of the Agreement is hereby
amended by the deletion of said Subsection and the substitution in lieu thereof
of a new Subsection b to read as follows:

                  "b.      The term `Change in Control' shall include:

                  i.       the receipt by the Company of a Schedule 13D or other
                           advice after the date of execution of this Agreement
                           indicating that a person is the "beneficial owner"
                           (as that term is defined in Rule 13d-3 under the
                           Securities Exchange Act of 1934) of fifty percent
                           (50%) or more of the Company's common stock of any
                           class or any securities convertible into such common
                           stock calculated as provided in paragraph (d) of said
                           Rule 13d-3;

                  ii.      the date of approval by stockholders of the Company
                           of an agreement providing for any consolidation or
                           merger of the Company in which the Company will not
                           be the continuing or surviving corporation or
                           pursuant to which shares of capital stock, of any
                           class or any securities convertible into such capital
                           stock, of the Company would be converted into cash,


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                           securities, or other property, other than a merger of
                           the Company in which the holders of common stock of
                           all classes of the Company immediately prior to the
                           merger would have the same proportion of ownership of
                           common stock of the surviving corporation immediately
                           after the merger;

                  iii.     the date of the approval by stockholders of the
                           Company of any sale, lease, exchange, or other
                           transfer (in one transaction or a series of related
                           transactions) of all or substantially all the assets
                           of the Company;

                  iv.      the adoption of any plan or proposal for the
                           liquidation (but not a partial liquidation) or
                           dissolution of the Company; or

                  v.       such other event as the Compensation Committee of the
                           Board of Directors shall, in its sole and absolute
                           discretion, deem to be a `Change in Control.'"

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officers, and the Executive have executed this Amendment No. 1 as of the day and
year first above written.

                                                 SCOTT TECHNOLOGIES, INC.
                                                        ("Company")


                                                 By____________________________



                                                 And___________________________




                                                 _______________________________
                                                      Mark A. Kirk ("Executive")




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