EXHIBIT 10.5(B)

                               October 30, 1998

Innovative Valve Technologies, Inc.
2 Northpoint Drive, Suite 300
Houston, Texas 77060

Attn.:  Compensation Committee

      Re:   EMPLOYMENT AGREEMENT OF DOUGLAS R. HARRINGTON, JR.
            DATED AUGUST 21, 1998 (THE "EMPLOYMENT AGREEMENT")

Gentlemen:

      The purpose of this letter is to evidence our mutual understanding and
agreement as to the following matters:

1.    We have mutually agreed that I will prospectively be elected and serve as
      the Chief Financial Officer and Secretary of the Company and the first
      sentence of Section 2 of the Employment Agreement shall upon such election
      be modified to delete the reference to my service as Corporate Controller
      and to recite my service as Chief Financial Officer and Secretary. Such
      change in my titles and responsibilities shall in no way be a breach of
      the Employment Agreement by me, or trigger any compensation or payments to
      me from the Company or result in any right by me to terminate the
      Employment Agreement.

2.    Except as otherwise expressly set forth above, the Employment Agreement
      shall remain in full force and effect and I shall be fully entitled to any
      and all compensation, termination payments and any other benefits
      whatsoever available to me under the Employment Agreement.

      Please evidence the Committee's agreement with the foregoing by executing
the acknowledgment set forth below.

                                    Very truly yours,


                                    Douglas R. Harrington, Jr.

AGREED AND ACCEPTED
THIS 11TH DAY OF JANUARY, 1999
COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS


By:
       Robert M. Chiste, Chairman

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