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                                                                   EXHIBIT 10.15
                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT is made as of the 28th day of October, 1999,
by and between INTERNATIONAL TOTAL SERVICES, INC., an Ohio corporation (the
"Corporation"), and MARK D. THOMPSON, an Ohio resident ("Thompson").

                                    RECITALS

         WHEREAS, the Corporation desires to employ Thompson and Thompson
desires to enter into the employ of the Corporation, all on the terms and
subject to the conditions set forth in this Agreement; and

         WHEREAS, Thompson has requested, and the Corporation has agreed, that
Thompson be indemnified for all liabilities arising out of or relating to his
services to the Corporation whether as a consultant, employee or officer of the
Corporation or otherwise;

         NOW, THEREFORE, in consideration of the recitals and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Corporation and Thompson hereby agree as follows:

         1. Employment, Contract Period. During the period specified in this
Section 1, the Corporation shall employ Thompson, and Thompson shall serve the
Corporation, on the terms and subject to the conditions set forth herein. The
term of Thompson's employment hereunder shall commence as of the date hereof
(the "Effective Date"), and, subject to prior termination as provided in Section
8 hereof, shall continue indefinitely on a month-to-month basis. The term of
Thompson's employment hereunder shall be automatically renewed on the first of
each following month for an additional term of one month, unless the Corporation
shall have given at least ninety (90) days advance notice of its intention not
to renew the term of Thompson's employment hereunder. The term of Thompson's
employment hereunder is sometimes hereinafter referred to as the "Contract
Period".

         2. Position; Duties; Responsibilities.

                  (a) At all times during the Contract Period, Thompson shall
         have the titles of "President" and "Interim Chief Executive Officer"
         and shall have and perform duties and responsibilities as may be
         assigned by the Board of Directors of the Corporation, which duties and
         responsibilities will be those customarily performed by a chief
         executive officer of a publicly-held company of comparable size in the
         same or related industries.

                  (b) Thompson shall devote such professional time, energy and
         talent to the business of and to the furtherance of the purposes and
         objectives of the Corporation as he deems appropriate to carry out his
         duties hereunder.

                  (c) Thompson shall report directly to the Board of Directors
         of the Corporation.

         3. Compensation. The Corporation shall pay to Thompson a base salary at
the rate specified in Paragraph (a), below, and a bonus, if any, as provided in
Paragraph (b), below.



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                  (a) The rate of Thompson's base salary shall be $300,000 per
         year, payable in accordance with the Corporation's usual pay practices
         (and in any event no less frequently than monthly), as the same may be
         increased (but not decreased) from time to time (based upon the
         performance of the Corporation and Thompson) as determined by the Board
         of Directors of the Corporation in its sole discretion.

                  (b) For each calendar year or portion thereof that Thompson is
         employed under this Agreement, the Corporation may pay to Thompson a
         bonus, which will be based upon the performance of the Corporation and
         Thompson, at such times and in such amounts as the Board of Directors
         of the Corporation, in its sole discretion, may determine.

                  (c) Upon adoption of this Agreement, the Corporation shall
         grant to Thompson 75,000 of the Corporation's common shares on a fully
         vested and unrestricted basis. In addition, the Corporation shall grant
         Thompson 100,000 of the Corporation's common shares as a restricted
         stock award subject to the vesting, forfeiture and other provisions set
         forth in the Restricted Stock Award Agreement attached hereto as
         Exhibit "A." The Corporation shall use its reasonable best efforts
         consistent with fiscal responsibility to register such common shares
         with the Securities and Exchange Commission for resale by Thompson as
         soon as practicable after the Effective Date.

         4. Reimbursement for Expenses. The Corporation shall reimburse Thompson
for all reasonable, ordinary and necessary expenses incurred by him in the
performance of his duties hereunder, provided that Thompson accounts to the
Corporation therefor in a manner sufficient to substantiate deductions with
respect to those expenses by the Corporation for federal income tax purposes.

         5. Vacations. During the Contract Period, Thompson shall be entitled to
up to four (4) weeks (twenty (20) days) of vacation each year to be taken at
such time or times as Thompson may determine in such a manner as to avoid undue
disruption to the business of the Corporation.

         6. Benefits. During the Contract Period, Thompson and his family shall
be entitled to participate in such pension, retirement, medical reimbursement,
insurance and similar plans, if any, enjoyed by executive officers of the
Corporation generally. Thompson shall also be entitled to participate in any
option or other employee benefit compensation plan that is enjoyed by executive
officers of the Corporation generally. Thompson's participation in and benefits
under any such plan shall be on the terms and subject to the conditions
specified in the governing document of that plan.

         7. Effect of Disability While in Employ of the Corporation. If while
Thompson is employed by the Corporation, he becomes disabled, by reason of
physical or mental impairment, to such an extent that he is unable to
substantially perform his duties under this Agreement:

                  (a) the Corporation may relieve Thompson of his duties under
         this Agreement for as long as Thompson is so disabled.

                  (b) the Corporation shall pay to Thompson, net of the offset
         referred to in the last sentence of this Paragraph (b), all base salary
         to which he would have been entitled under



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         this Agreement had he continued to be actively employed by the
         Corporation to the earliest of (i) the first date on which he is no
         longer so disabled, (ii) the date on which he has been so disabled for
         an aggregate of 120 business days (whether or not consecutive) during
         any period of twelve consecutive calendar months, (iii) the date of his
         death, or (iv) the 90th day of his disability. Any payment referred to
         in this Paragraph (b) shall be made at the same time as that payment
         would have been made if Thompson were not disabled. Payments under this
         Paragraph (b) for any period shall be offset, dollar for dollar, by any
         disability benefits (other than benefits payable pursuant to any
         disability income policy all of the premiums for which were paid by
         Thompson) for that period that are received by Thompson.

                  (c) Except as provided in this Section 7, the Corporation
         shall have no further obligations to Thompson for base salary for any
         period during which Thompson is so disabled to such an extent that he
         is unable to substantially perform his duties under this Agreement.

         8.       Termination.

                  (a) AT EXPIRATION OF A TERM. If the Corporation gives Thompson
         90 days' advance notice of its intention not to renew the term of
         Thompson's employment hereunder (as permitted by Section 1), Thompson's
         employment hereunder shall terminate at the close of business on the
         last day of the month next preceding the first day of the month as to
         which such 90 days' advance notice was given.

                  (b) DEATH OR DISABILITY. Thompson's employment hereunder will
         terminate immediately upon Thompson's death. The Corporation may
         terminate Thompson's employment hereunder immediately upon giving
         notice of termination if Thompson is disabled, by reason of physical or
         mental impairment, to such an extent that he has been unable to
         substantially perform his duties under this Agreement for an aggregate
         of 120 business days (whether or not consecutive) during any period of
         twelve consecutive calendar months.

                  (c) FOR CAUSE. The Board of Directors of the Corporation, by
         action of three-quarters of all of its duly elected members, may
         terminate Thompson's employment under this Agreement if it determines
         in good faith that Thompson has, by action or failure to act, given the
         Corporation Cause for that termination and delivers written notice of
         that termination, describing the facts constituting Cause, to Thompson.
         For purposes hereof, the term "Cause" shall mean Thompson's fraud or
         commission of a felony which results in material injury to the business
         or reputation of the Corporation, or Thompson's willful breach of this
         Agreement, which breach has not been cured within thirty (30) days
         after the Corporation gives notice thereof to Thompson.

                  (d) WITHOUT CAUSE. The Board of Directors of the Corporation
         may terminate Thompson's employment hereunder at any time without Cause
         upon notice to Thompson.

                  (e) BY THOMPSON FOR GOOD REASON. Thompson may terminate his
         employment hereunder for "Good Reason" at any time upon thirty (30)
         days' advance notice from



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         Thompson to the Board of Directors of the Corporation. Thompson shall
         be deemed to have "Good Reason" to terminate his employment under this
         Agreement if, at any time during the Contract Period, (i) the
         Corporation materially changes Thompson's duties and responsibilities
         without his consent; (ii) Thompson's place of employment or the
         principal executive offices of the Corporation are moved to a location
         more than fifty (50) miles from Public Square in the City of Cleveland,
         Ohio; (iii) there occurs a material breach by the Corporation of any of
         its obligations under this Agreement (other than those specified in
         this Section 8(e)); or (iv) there occurs a "Change in Control" (as
         hereinafter defined) of the Corporation.

                  The term "Change in Control" means the first to occur of the
         following events (i) any person or group of commonly controlled
         persons, other than the voting trust established and maintained
         pursuant to the Voting Trust Agreement made and entered into as of
         November 1, 1998 by and among the Corporation, Robert A. Weitzel, H.
         Jeffrey Schwartz, John P. O'Brien and J. Jeffrey Eakin (the "Voting
         Trust"), acquire ownership or control, directly or indirectly, of more
         than twenty percent (20%) of the voting control or value of the equity
         interests in the Corporation; (ii) the shareholders of the Corporation
         approve an agreement to merge or consolidate with another corporation
         or other entity resulting (whether separately or in connection with a
         series of transactions) in a change in ownership of twenty percent
         (20%) or more of the voting control or value of the equity interests in
         the Corporation, or an agreement to sell or otherwise dispose of all or
         substantially all of the Corporation's assets (including, without
         limitation, a plan of liquidation or dissolution), or otherwise approve
         of a fundamental alteration in the nature of the Corporation's
         business; (iii) at any time during any period of twenty-four (24)
         consecutive months, individuals who were directors at the beginning of
         the 24-month period no longer constitute a majority of the members of
         the Board of Directors of the Corporation, unless the election, or the
         nomination for election by the Corporation's shareholders, of each
         director who was not a director at the beginning of the period is
         approved by at least a majority of the directors who (x) are in office
         at the time of the election or nomination and (y) were directors at the
         beginning of the period (the "Continuing Directors"); (iv) the election
         of any director to the Board of Directors of the Corporation who was
         not nominated by the Continuing Directors; or (v) termination of the
         Voting Trust.

                  Thompson may exercise his right to terminate under this
         Section 8(e) only if Thompson gives the Corporation written notice
         thereof within thirty (30) days after he first knew of the existence of
         the events constituting "Good Reason" and, with respect to the events
         specified in clauses (i) and (iii) of the definition of "Good Reason"
         above, the Corporation fails to eliminate or cure the events
         constituting "Good Reason" within ten (10) days after receiving that
         notice.

                  (f) BY THOMPSON WITHOUT GOOD REASON. Thompson may terminate
         his employment hereunder at any time upon notice from Thompson to the
         Board of Directors of the Corporation.

         The exercise by the Corporation of its rights of termination under this
Section 8 shall be the Corporation's sole remedy in the event of the occurrence
of the event as a result of which such right



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to terminate arises. Upon any termination of this Agreement, Thompson shall be
deemed to have resigned from all offices and directorships held by Thompson in
the Corporation.

         In the event of a termination claimed by the Corporation to be for
"Cause" pursuant to Section 8(c) or by Thompson to be for "Good Reason" pursuant
to Section 8(e), Thompson or the Corporation shall have the right to have the
justification for said termination determined by arbitration in Cleveland, Ohio.
In order to exercise such right, Thompson or the Corporation shall serve on the
other party hereto, within thirty (30) days after termination, a written request
for arbitration. The Corporation immediately shall request the appointment of an
arbitrator by the American Arbitration Association and thereafter the question
of "Cause" or "Good Reason," as the case may be, shall be determined under the
rules of the American Arbitration Association, and the decision of the
arbitrator shall be final and binding on both parties. The parties shall use all
reasonable efforts to facilitate and expedite the arbitration and shall act to
Cause the arbitration to be completed as promptly as possible. During the
pendency of the arbitration, Thompson shall continue to receive all compensation
and benefits to which he is entitled hereunder, and if at any time during the
pendency of such arbitration the Corporation fails to pay and provide all
compensation and benefits to Thompson in a timely manner, the Corporation shall
be deemed to have automatically waived whatever rights it then may have had to
terminate Thompson's employment for Cause. Expenses of the arbitration shall be
borne by the parties in the proportion determined by the arbitrator based upon
the reasonableness of the positions of the parties.

         9. Payments Upon Termination. Upon any termination of Thompson's
employment, the Corporation shall pay to Thompson all accrued, unpaid base
salary and other benefits accrued through the date of termination. Upon any
termination pursuant to Sections 8(a), 8(d) or 8(e), the Corporation shall pay
to Thompson all of the compensation and benefits payable hereunder for the
remainder of the Contract Period.

         10. Tax Adjustment Payments. If all or any portion of the amounts
payable to Thompson under this Agreement (together with all other payments of
cash or property, whether pursuant to this Agreement or otherwise, including,
without limitation, the issuance of common shares of the Corporation, or the
granting, exercise or termination of options therefor) constitutes "excess
parachute payments" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), that are subject to the excise tax
imposed by Section 4999 of the Code (or any similar tax or assessment), the
amounts payable hereunder shall be increased to the extent necessary to place
Thompson in the same after-tax position as he would have been in had no such tax
assessment been imposed on any such payment paid or payable to Thompson under
this Agreement or any other payment that Thompson may receive in connection
therewith. The determination of the amount of any such tax or assessment and the
incremental payment required hereby in connection therewith shall be made by the
accounting firm employed by Thompson and said incremental payment shall be made
within five (5) days after that determination has been made. If, after the date
upon which the payment required by this Section 10 has been made, it is
determined (pursuant to final regulations or published rulings of the Internal
Revenue Service, final judgment of a court of competent jurisdiction, Internal
Revenue Service audit assessment, or otherwise) that the amount of excise or
other similar taxes or assessments payable by Thompson is greater than the
amount initially so determined, then the Corporation shall pay Thompson an
amount equal to the sum of (i) such additional excise or other taxes, plus (ii)
any interest, fines and penalties resulting



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from such underpayment, plus (iii) an amount necessary to reimburse Thompson for
any income, excise or other tax assessment payable by Thompson with respect to
the amounts specified in (i) and (ii) above and the reimbursement provided by
this clause (iii), in the manner described above in this Section 10. Payment
thereof shall be made within five (5) days after the date upon which such
subsequent determination is made.

         11.      Indemnification.

                  (a) INDEMNIFICATION IN NON-DERIVATIVE ACTIONS. The Corporation
         shall indemnify Thompson against any and all losses, claims, damages,
         liabilities, costs and expenses other than attorneys' fees (including
         any and all losses, claims, damages, liabilities, costs and expenses
         arising out of events occurring prior to the Effective Date) with
         respect to any threatened, pending or completed action, suit or
         proceeding, whether civil, criminal, administrative or investigative,
         other than an action by or in the right of the Corporation, by reason
         of the fact that he is or was a consultant to or agent or officer of
         the Corporation, or is or was serving at the request of the Corporation
         as a consultant to or a director, trustee, officer, employee or agent
         of another corporation, domestic or foreign, nonprofit or for profit,
         partnership, limited liability company, joint venture, trust or other
         enterprise, including judgments, fines and amounts paid in settlement,
         actually and reasonably incurred by him in connection with such action,
         suit or proceeding if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the Corporation, and with respect to any criminal action or proceeding,
         had no reasonable Cause to believe his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that Thompson
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the Corporation, and
         with respect to any criminal action or proceeding, that he had
         reasonable Cause to believe that his conduct was unlawful.

                  (b) INDEMNIFICATION IN DERIVATIVE ACTIONS. The Corporation
         shall indemnify Thompson against any and all losses, claims, damages,
         liabilities, costs and expenses other than attorneys' fees (including
         any and all losses, claims, damages, liabilities, costs and expenses
         arising out of events occurring prior to the Effective Date) with
         respect to any threatened, pending or completed action or suit by or in
         the right of the Corporation to procure a judgment in its favor by
         reason of the fact that he is or was a consultant to or agent or
         officer of the Corporation, or is or was serving at the request of the
         Corporation as a consultant to or a director, trustee, officer,
         employee or agent of another corporation, domestic or foreign,
         nonprofit or for profit, partnership, limited liability company, joint
         venture, trust or other enterprise, actually and reasonably incurred by
         him in connection with the defense or settlement of such action or suit
         if he acted in good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the Corporation, except that
         no indemnification shall be made in respect of any claim, issue or
         matter as to which Thompson shall have been adjudged to be liable for
         gross negligence or gross misconduct in the performance of his duty to
         the Corporation unless, and only to the extent that the court in which
         such action or suit was brought shall determine upon application that,
         despite the



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         adjudication of liability, but in view of all the circumstances of the
         case, Thompson is fairly and reasonably entitled to indemnity for such
         expenses as such court shall deem proper.

                  (c) COUNSEL. Thompson shall, at his own expense, have the
         right to retain counsel of his own choosing to represent him in
         connection with any matters as to which the provisions of this Section
         11 apply.

                  (d) ADVANCE PAYMENT OF EXPENSES. Expenses, excluding
         attorneys' fees, incurred in defending any action, suit or proceeding
         referred to in this Section 11, shall be paid by the Corporation in
         advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of Thompson to repay
         such amount, unless it shall ultimately be determined that he is
         entitled to be indemnified by the Corporation as provided herein. Such
         fees and expenses shall be paid from time to time as incurred upon
         request by Thompson.

                  (e) NONEXCLUSIVITY. The parties agree that nothing in this
         Agreement shall be construed to limit or negate any rights of Thompson
         under the Corporation's Articles of Incorporation or Code of
         Regulations, as the same may be amended from time to time, or any other
         agreement, vote of shareholders or directors, or provision of
         applicable law, whether statutory or common law, or otherwise, which
         provides Thompson with broader protection than that provided herein.

                  (f) SURVIVAL. The provisions of this Section 11 shall survive
         the termination of this Agreement.

         12. Liability Insurance. The Corporation will maintain officer's acts
and omissions liability insurance for Thompson in amounts comparable to that
maintained for other executive officers employed by the Corporation. In the
event that Thompson is subject to a liability in excess of the coverage limits
of such insurance, the Corporation will be responsible for any such uninsured
liabilities to the extent provided herein.

         13. Assignment and Binding Effect. The obligations of the parties
hereto may not be assigned or transferred, except upon the merger, consolidation
or sale of the Corporation, or the sale of all or substantially all the assets
of the Corporation, with or to another person or entity. This Agreement shall be
binding upon and inure to the benefit of Thompson and the Corporation; provided,
however, that this Agreement shall also inure to the benefit of Thompson's
heirs, personal representatives, executors and administrators.

         14. Notices. All notices under this Agreement shall be in writing and
shall be deemed effective when delivered in person, or three days after deposit
thereof in the official U.S. mail, postage prepaid, for delivery as registered
or certified mail, or its delivery by a courier service, such as, for example,
FedEx or UPS, addressed:



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if to Thompson, to

                  Mark D. Thompson
                  682 Laurel Ridge Drive
                  Gahanna, Ohio  43230
                  Telephone: (614) 337-1917

and if to the Corporation, to

                  International Total Services, Inc.
                  1200 Crown Centre
                  5005 Rockside Road
                  Cleveland, Ohio 44131
                  Attention, Chairman, Board of Directors
                  Telephone:  (216) 642-4522
                  Telecopier:  (216) 642-4539

In lieu of personal notice or notice by deposit in the official U.S. mail, or
delivery by courier service, a party may give notice by confirmed telegram,
telex or facsimile. Either party may change the address to which notice to that
party may be mailed by notifying the other party of the change in the manner
contemplated in this Section.

         15. Severability. Any provision of this Agreement that is prohibited or
unenforceable shall be ineffective to the extent, but only to the extent, of
such prohibition or unenforceability without invalidating the remaining portions
hereof and such remaining portions of this Agreement shall continue to be in
full force and effect.

         16. Governing Law. The provisions of this Agreement shall be governed
by and construed in accordance with the laws of the State of Ohio applicable to
contracts made in and to be performed within the State of Ohio.

         17. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto and, except as provided herein,
supersedes all prior understandings, whether written or oral, with respect to
the employment of Thompson by the Corporation. This Agreement was adopted by the
Compensation Committee of the Corporation's Board of Directors on January 13,
2000.

         18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument.




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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                          INTERNATIONAL TOTAL SERVICES, INC.



                                          By: /s/ H. Jeffrey Schwartz
                                             -----------------------------------
                                          Name:
                                               -----------------------------
                                          Title: CO-CHAIRMAN OF THE BOARD
                                               ----------------------------



                                          MARK D. THOMPSON


                                          /s/ Mark D. Thompson
                                          --------------------------------------




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