<PAGE>

                                                                    Exhibit 10.6

                               RETENTION AGREEMENT
                               -------------------

         THIS RETENTION AGREEMENT (the "Agreement") is made as of June 11, 2002
(the "Effective Date"), by and among Modern Technologies Corp., an Ohio
corporation (the "Company"), MTC Technologies, Inc., a Delaware corporation and
the parent corporation of the Company (the "Parent"), and Michael W. Solley (the
"Executive").

                                   WITNESSETH
                                   ----------

         WHEREAS, the Executive is presently the Chief Executive Officer of the
Company and has made and is expected to continue to make major contributions to
the profitability, growth and financial strength of the Company;

         WHEREAS, the Company wishes to continue to employ the Executive in his
capacity as Chief Executive Officer;

         NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       Employment Duties.
         -----------------

         (a)    This Agreement shall become effective on the Effective Date
                noted above. During the employment period fixed by Section 3
                hereof (the "Employment Period"), the Executive hereby agrees to
                serve as Chief Executive Officer of the Company, and the Company
                hereby agrees to employ the Executive as such. The Executive
                shall also hold the position of Chief Executive Officer of the
                Parent. The Executive shall report to the Board of Directors of
                the Parent (the "Parent Board").

         (b)    During the Employment Period, the Executive will not, without
                the prior written consent of the Parent Board, directly or
                indirectly engage in any other business activities or pursuits
                whatsoever, except activities in connection with (i) any
                charitable or civic activities, (ii) personal investments, and
                (iii) serving as an executor, trustee or in another similar
                fiduciary capacity for a non-commercial entity; provided,
                however, that any such activities do not materially interfere
                with his performance of his responsibilities and obligations
                pursuant to this Agreement. With the approval of the Parent
                Board, the Executive may engage in any other business activities
                or pursuits not otherwise permitted under this Section 1.

2.       Compensation.
         ------------

         (a)    During the Employment Period, the Company shall pay the
                Executive a cash base salary of $500,000 per annum (the "Base
                Salary"). The Base Salary shall be paid

<PAGE>

                to the Executive, less applicable withholdings, in installments
                pursuant to the Company's normal and customary executive officer
                payroll procedures. The Executive's Base Salary shall be
                reviewed annually by the Compensation Committee of the Parent
                Board (or, if there is no such Committee, the Parent Board)
                beginning with calendar year 2003 and may be increased as
                determined by the Compensation Committee of the Parent Board
                (or, if there is no such Committee, the Parent Board) in its
                sole discretion.

         (b)    The Executive will be eligible for an annual bonus based
                on the achievement of specified Company goals (as determined
                by the Compensation Committee of the Parent Board (or, if
                there is no such Committee, the Parent Board) with input
                from the Executive). In addition, the Company shall pay the
                Executive a $750,000 one-time cash bonus at any date prior
                to December 31, 2002 as determined by the Chairman of the
                Parent Board for services performed by, and to be performed
                by, the Executive during the second, third and fourth
                quarters of this fiscal year 2002.

         (c)    The Parent has adopted the 2002 Equity and Performance Incentive
                Plan (the "Equity Plan") pursuant to which options to purchase
                shares of the Parent's common stock, and other equity-based
                incentive compensation awards, may be granted to the Executive
                and other officers and key employees of the Parent and the
                Company. The Executive shall be eligible to receive grants of
                options and other awards under the Equity Plan, at the
                discretion of the Compensation Committee of the Parent Board
                (or, if there is no such Committee, the Parent Board). Under the
                terms of the Equity Plan, the Compensation Committee of the
                Parent Board (or, if there is no such Committee, the Parent
                Board) has the right to amend the Equity Plan. If, at the time
                of the grant of any option pursuant to this Section 2(c), the
                issuance of shares upon exercise thereof has not been registered
                under the Securities Act of 1933, as amended, it shall be a
                condition to such grant that the Executive execute and deliver
                to the Parent a certificate confirming that the Executive is an
                accredited investor (as such term is used in Regulation D under
                such Act) and including transfer restrictions and other
                provisions customary in connection with grants under such
                circumstances.

         (d)    The Company shall reimburse the Executive for all reasonable
                expenses incurred by him during the Employment Period in the
                course of performing his duties under this Agreement that are
                consistent with the Company's policies in effect from time to
                time with respect to travel, entertainment and other business
                expenses, subject to the Company's requirements applicable
                generally with respect to reporting and documentation of such
                expenses.

         (e)    In addition to the salary, bonus(es), stock options and expense
                reimbursements payable to the Executive pursuant to this Section
                2, the Executive shall be entitled during the Employment Period
                to participate, on the same basis as other executives of the
                Company, in the Company's Executive Benefits Package. The
                Company's "Executive Benefits Package" means those benefits
                (including insurance, vacation, Company car or car allowance,
                equity-based benefits, and other benefits) for which
                substantially all of the executives of the Company are from time
                to time generally eligible, as determined from time to time by
                the Parent Board. Notwithstanding the above, the Executive shall
                be entitled to

                                        2

<PAGE>

                continue to receive those benefits that he was entitled to
                receive on the date of this Agreement.

         (f)    With respect to the Executive's acts or failures to act during
                the Employment Period in his capacity as a director, officer,
                employee or agent of the Company, the Executive shall be
                entitled to indemnification from the Company, and to liability
                insurance coverage (if any), on the same basis as other
                directors and officers of the Company.

3.       Employment Period. The Employment Period shall commence on the
         Effective Date and shall terminate on the day preceding the second
         anniversary of the Effective Date (the "Scheduled Termination Date," as
         such date may be modified by the following clause); provided, that the
         Executive's Employment Period and the Scheduled Termination Date shall
         automatically extend for one additional year upon each anniversary of
         the Effective Date unless the Company or the Executive notifies the
         other party in writing of its intent not to extend the term of
         employment under this Agreement no less than sixty (60) days before the
         applicable anniversary date. Notwithstanding anything in this Section 3
         to the contrary, the Executive's employment shall end earlier than the
         Scheduled Termination Date, or any renewal period thereafter, if
         terminated upon death, by the Company for Cause (as hereinafter
         defined) or otherwise by the Executive or the Company pursuant to
         notice given as provided in Section 4 hereof.

4.       Termination Procedure.
         ---------------------

         (a)    Subject to section 4(b) below, the Company or the Executive may
                terminate this Agreement at any time during the Employment
                Period (other than due to the Executive's death or a termination
                by the Company for Cause) if notice of such termination is
                communicated by written "Notice of Termination" to the Executive
                or the Company no later than sixty (60) days prior to the
                desired date of termination of this Agreement.

         (b)    Upon termination of the Executive's employment with the Company
                for any reason, the Executive shall also resign from (i) the
                Company's Board of Directors, if the Executive then serves on
                the Board of Directors of the Company, (ii) the Parent's Board
                of Directors, if the Executive then serves of the Board of
                Directors of the Parent, and (iii) any position (whether as an
                employee, board member or otherwise) of any affiliate or
                subsidiary of the Company.

5.       Termination Payments.
         --------------------

         (a)    Upon the Executive's termination of employment for any reason,
                the Company shall pay to the Executive any unpaid Base Salary
                then in effect accrued up to the date of termination of
                employment and any amount payable for accrued but unused
                vacation time up to the date of termination. Other than the
                accrued salary and vacation pay referenced in the preceding
                sentence, the Executive shall not be entitled to any further
                payments or benefits, unless otherwise agreed to in writing
                between the Company and the Executive.

                                        3

<PAGE>

     (b)  Notwithstanding Section 5(a), if the Executive's employment is
          terminated by the Company without Cause: (i) the Company also shall
          pay to the Executive an amount equal to the Executive's annual Base
          Salary (the "Severance Payment"); and (ii) all stock options
          previously granted to the Executive shall become immediately
          exercisable in full. The Severance Payment to be made pursuant to this
          Section 5(b) shall be made in a lump sum as soon as practicable
          following such termination using the Base Salary rate in effect
          immediately prior to such termination.

     (c)  Upon the Company tendering the Severance Payment described in Section
          5(b), the Executive shall execute and deliver to the Company a
          release, in substantially the same form as the General Release of All
          Claims attached hereto as Attachment A.

     (d)  For purposes of this Agreement, "Cause" shall mean a termination of
          the Executive's employment by the Company for any of the following
          reasons: (i) a material violation by the Executive of this Agreement
          which the Executive fails to cure to the Company's reasonable
          satisfaction within thirty (30) days after the Company delivers to the
          Executive a written notice that specifically identifies such
          violation; (ii) the willful failure by the Executive to act in a
          manner consistent with the Executive's responsibilities or with the
          best interests of the Company, after the Company delivers to the
          Executive a written demand for satisfactory performance that
          specifically identifies the manner in which the Company believes that
          the Executive has not satisfactorily performed the Executive's duties
          and the Executive fails to cure the existing problem to the Company's
          reasonable satisfaction within thirty (30) days; or (iii) the
          conviction of the Executive of a felony (other than an offense related
          to the operation of an automobile which results only in a fine,
          license suspension or other non-custodial penalty) or other serious
          crime involving moral turpitude.

     (e)  This Agreement shall not be construed to be in lieu of or to the
          exclusion of any other rights, benefits and privileges to which the
          Executive may be entitled as an executive of the Company, the Parent
          or any subsidiaries or affiliates of the Company or the Parent under
          any retirement, pension, profit-sharing, insurance, hospitalization or
          other plans or benefits which may now be in effect or which may
          hereafter be adopted.

6.   Confidentiality, Non-Competition and Non-Solicitation.  For good and
     valuable consideration, the receipt and sufficiency of which the Executive
     hereby acknowledges, the Executive hereby agrees as follows:

     (a)  During the entire term of the Executive's employment with the Company,
          the Parent and/or any of their subsidiaries and affiliates
          (collectively, the "Employer") and thereafter, the Executive will not
          publish or otherwise disclose to persons other than those employed by
          Employer, without specific permission from the Employer, any Employer
          proprietary or confidential information which the Executive learns or
          acquires during the course of employment with or as a result

                                        4

<PAGE>

     of performing services with the Employer, and will not use such information
     in any way which might be detrimental to the interests of the Employer. For
     purposes of this Agreement, proprietary or confidential information
     includes, but is not limited to:

     (i)      all information not generally known to the public or within the
              federal, state or local government market(s) or the commercial
              market(s) in which the Employer offers or provides its services,
              solutions or products, pertaining to the Employer's marketing,
              bidding or cost plans, strategies, forecasts or projections;
              practices, procedures, policies, goals or objectives pertaining to
              the foregoing; contract proposals, contract bids which have been
              prepared or submitted or which are proposed to be prepared or
              submitted, or bidding and pricing techniques; information on the
              Employer's cost structure; quoting and pricing practices,
              procedures and policies; customer data including customer lists,
              contracts, contacts, representatives, requirements and needs,
              specifications, data provided by or about prospective customers;
              supplier information, including joint venture and subcontractor
              proposals; employee and consultants' identities, skills, resumes,
              records and lists; and the physical embodiments of any of the
              foregoing information.

     (ii)     all information concerning or relating to the way the Employer
              conducts its businesses which is not generally known to the public
              or within the federal, state or local government market(s) or the
              commercial market(s) in which the Employer offers or provides its
              services, solutions or products (such as Employer contracts,
              internal business procedures, controls, plans, licensing
              techniques and practices, supplier, subcontractor and prime
              contractor names and contacts and other vendor information,
              Employer processes, techniques, data, computer system passwords
              and other computer security controls, financial information, and
              distributor information) and the physical embodiments of such
              information (such as check lists, samples, service and operational
              manuals, contracts, proposals, printouts, correspondence, forms,
              listings, ledgers, financial statements, financial reports,
              financial and operational analyses, financial and operational
              studies, management reports of every kind, databases, and any
              other written or machine-readable expression of such information
              as are filed in any tangible media).

     (iii)    all information not generally known to the public or within the
              federal, state or local government market(s) or the commercial
              market(s) in which the Employer offers or provides its services,
              solutions or products concerning development of new products,
              services or solutions, negotiations for new business ventures or
              acquisitions, future business or acquisition plans, and similar
              information and the physical embodiments of such information.

                                        5

<PAGE>

         (iv)   information which is not a public record and is not generally
                known to the public or within the federal, state or local
                government market(s) or the commercial market(s) in which the
                Employer offers or provides its services, solutions or products
                regarding litigation and potential litigation matters and the
                physical embodiments of such information.

         (v)    any information which (A) is not generally known to the public
                or within the federal, state or local government market(s) or
                the commercial market(s) in which the Employer offers or
                provides its services, solutions or products, (B) gives the
                Employer a significant advantage over its or their competitors,
                or (C) has significant economic value or potentially significant
                economic value to the Employer, including the physical
                embodiments of such information.

         (vi)   any other information which would constitute a trade secret of
                the Employer, as that term is defined by the Uniform Trade
                Secret Act, as amended.

(b)      During the entire term of the Executive's employment with the Employer
         and thereafter through the one year period following the termination of
         the Employment Period by the Company without Cause (such one-year
         period to apply only if the Executive's employment is terminated by the
         Company without Cause), provided that the Company has paid to the
         Executive the Severance Payment required by Section 5(b) hereof within
         30 days of termination of the Employment Period (the "Severance
         Period"), the Executive shall not:

         (i)    directly or indirectly, own, manage, operate, control or
                participate in the ownership, management, operation or control
                of, or be connected as an officer, employee, consultant,
                partner, director or otherwise with, or have any financial
                interest in, or aid or assist anyone else in the conduct of any
                business which competes with any services, solutions or products
                conducted, offered or provided by the Employer (any such
                service, solution or product, an "Employer Operation"), to any
                federal, state or local government market(s) or the commercial
                market(s) if such Employer Operation is being conducted or
                developed at any time during the term of the Executive's
                employment with Employer and at the later time in question; or

         (ii)   directly or indirectly, solicit any customer covered by Company
                contracts that are currently in existence or were in existence
                at any time during the Executive's employment with a view to
                inducing such customer to enter into an agreement, or otherwise
                do business, involving an Employer Operation with any competitor
                or attempt to induce any such customer to terminate its
                relationship with the Employer or to not enter into a
                relationship with the Employer, as the case may be.

                                        6

<PAGE>

         (c)    Notwithstanding Section 6(c)(i) above, (i) any company that the
                Executive owns, manages, operates, controls, participates in the
                ownership, management, operation or control of, or is connected
                with as an officer, employee, consultant, partner, director or
                otherwise, or has a financial interest in, on the date of this
                Agreement and (ii) any company in which the Executive has, or
                will have, an indirect investment through his investment in a
                fund that invests in such company, provided that Executive has
                no control over the investment in such company, shall be
                excluded from the operation of Section 6(c)(i) above.

         (d)    During the Severance Period, the Executive shall not directly or
                indirectly solicit or attempt to solicit or induce any
                employee(s), sales representative(s), agent(s) or consultant(s)
                of the Company, its Parent, any of its subsidiaries and/or of
                any other company (each, an "Affiliate") that directly or
                indirectly controls, is controlled by, or is under common
                control with, the Company, to terminate their employment,
                representation or other association with the Company and/or its
                Parent, subsidiary or Affiliate.

         (e)    During the Executive's employment and during the Severance
                Period, the Executive shall communicate the contents of this
                Agreement to any person, firm, association, partnership,
                corporation or other entity which the Executive intends to be
                employed by, associated with, or represent and which is engaged
                in a business that is competitive to the business of the
                Company.

7.       Specific Performance; Extension of Period; Severability.
         -------------------------------------------------------

         (a)    The Executive acknowledges that the restrictions contained in
                Section 6 hereof are reasonable and necessary to protect the
                legitimate interests of the Employer and that the Employer would
                not have entered into this Agreement in the absence of such
                restrictions. The Executive also acknowledges that any breach by
                him of Section 6 hereof will cause continuing and irreparable
                injury to the Employer for which monetary damages would not be
                an adequate remedy. The Executive shall not, in any action or
                proceeding by the Employer to enforce Section 6 of this
                Agreement, assert the claim or defense that an adequate remedy
                at law exists. In the event of such breach by the Executive, the
                Employer shall have the right to enforce the provisions of
                Section 6 of this Agreement by seeking injunctive or other
                relief in any court, and this Agreement shall not in any way
                limit remedies at law or in equity otherwise available to the
                Employer.

         (b)    If it shall be judicially determined that the Executive has
                violated any of the Executive's obligations under Section 6(c),
                then the Severance Period applicable to each obligation that the
                Executive shall have been determined to have violated shall
                automatically be extended by a period of time equal in length to
                the period during which such violation occurred; provided,
                however, that the Company shall notify the Executive at the time
                that it seeks judicial determination of any suspected violation.

                                        7

<PAGE>

         (c)    All provisions of this Agreement are intended to be severable.
                In the event any provision or restriction contained herein is
                held to be invalid or unenforceable in any respect, in whole or
                in part, under any applicable law or rule in any jurisdiction,
                such finding will in no way affect the validity or
                enforceability of any other provision of this Agreement or any
                other jurisdiction, but this Agreement shall be reformed,
                construed and enforced in such jurisdiction as if such invalid
                or unenforceable provision had never been contained therein.

8.       Miscellaneous.
         -------------

         (a)    This Agreement constitutes the entire agreement between the
                parties hereto with respect to the Executive's employment, and
                supersedes and is in full substitution for any and all prior
                understandings or agreements, whether oral or written, with
                respect to the Executive's employment.

         (b)    This Agreement shall be governed by and construed in accordance
                with the laws of the State of Ohio, without reference to the
                principles of conflicts of law except to the extent such
                principles permit the application of Ohio law. Any dispute
                hereunder shall be litigated in federal district court in the
                Southern District of Ohio or, if jurisdiction cannot be obtained
                in such court, in the Ohio state court.

         (c)    The Company may withhold from any amounts payable to the
                Executive hereunder all federal, state, city or other taxes that
                the Company may reasonably determine are required to be withheld
                pursuant to any applicable law or regulation.

         (d)    This Agreement may be executed by facsimile signature and in
                several counterparts, each of which shall be deemed an original,
                but all of which shall constitute one and the same instrument.

         (e)    The headings in this Agreement are inserted for convenience of
                reference only and shall not be a part of or control or affect
                the meaning of any provision hereof.

                                        8

<PAGE>

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

                                          MODERN TECHNOLOGIES CORP.


                                          By: /s/ Rajesh Soin
                                             ----------------------------------
                                          Its: Chairman of the Board
                                              ---------------------------------


                                          MTC TECHNOLOGIES, INC.


                                          By: /s/ Rajesh Soin
                                             ----------------------------------
                                          Its: Chairman of the Board
                                              ---------------------------------

                                                /s/ Michael W. Solley
                                          -------------------------------------
                                          Executive


                                        9

<PAGE>

                                  Attachment A
                                  ------------

                          GENERAL RELEASE OF ALL CLAIMS
                          -----------------------------

         This General Release of all Claims (this "Agreement") is made and
entered into as of _______________, _____, by and between MODERN TECHNOLOGIES
CORP., an Ohio corporation (the "Company"), and Michael W. Solley (the
"Executive"). As used in this Agreement, the term "Company" will include its
parent, predecessors, subsidiaries, divisions, related or affiliated companies,
officers, directors, stockholders, employees, successors, assigns,
representatives, agents and counsel, unless the context clearly requires
otherwise.

         In consideration of the promises set forth in this Agreement, the
Executive and the Company agree as follows:

1.       Effectiveness of Agreement. This Agreement will be effective on the
         eighth day after it is executed by the Executive, provided that the
         Executive has not revoked the Executive's release as provided in
         Section 5(b) below (the "Effective Date").

2.       Termination of Employment; Resignations. The parties acknowledge that
         the Executive's employment relationship with the Company ceased on
         ___________________ (the "Termination Date"). The Executive hereby
         agrees, that effective the day after the Termination Date, the
         Executive will resign (a) as an employee of the Company, (b) from all
         Company boards and offices, including those of any parent, affiliate or
         subsidiary of the Company, and (c) from all administrative, fiduciary
         or other positions the Executive may hold or have held with respect to
         arrangements or plans for, of or relating to the Company. The Company
         consents to and accepts all such resignations. After the Termination
         Date, neither the Company nor the Executive will represent or state to
         any other party that the Executive has any authority to act for or on
         behalf of the Company or has any relationship with the Company [other
         than as a stockholder].

3.       Severance. In consideration of the promises contained herein, within
         five (5) days after the Effective Date, the Company will deliver to the
         Executive a check in the amount of $__________, payable to the
         Executive. Such payment will be in [full and complete] satisfaction of
         the Company's obligations under Sections 5(a) and 5(b) of the
         Executive's Retention Agreement, dated as of __________, 2002 (the
         "Retention Agreement").

4.       Benefits. The benefits described by Sections 5(a) and 5(b) of the
         Retention Agreement will be provided to the Executive in accordance
         with the terms of the Retention Agreement.

5.       Mutual Releases.
         ---------------

         (a)    In accordance with Section 5(c) of the Retention Agreement, in
                consideration for the promises contained herein, the Executive
                hereby releases and forever discharges the Company from, and
                agrees not to sue or join in any suit against the Company for,
                any and all charges, complaints, liabilities, claims, promises,

                                        1

<PAGE>

          agreements, controversies, damages, causes of action, suits or
          expenses of any kind or nature whatsoever, known or unknown, foreseen
          or unforeseen to the date upon which the Executive executes this
          Agreement (collectively, "Claims"), including (but not limited to)
          claims arising in any way from the Executive's employment with the
          Company, the Executive's service as an officer and director of the
          Company, the Executive's status as a shareholder of the Company, or
          the Executive's agreements to resign the Executive's employment as
          provided in Section 2, above, including, without limitation, any and
          all alleged discrimination or acts of discrimination that occurred or
          may have occurred on or before the date upon which the Executive
          executes this Agreement based upon race, color, sex, creed, national
          origin, age, disability or any other violation of any equal employment
          opportunity law, ordinance, rule, regulation or order (including, but
          not limited to, Title VII of the Civil Rights Act of 1964, as amended
          ("Title VII"); the Civil Rights Act of 1991; the Age Discrimination in
          Employment Act of 1967, as amended ("ADEA") (as further described in
          Section 5(b) below); the Americans with Disabilities Act ("ADA");
          claims under the Employee Retirement Income Security Act of 1974, as
          amended ("ERISA"); or any other federal, state or local laws or
          regulations regarding employment discrimination or termination of
          employment) and any claims for wrongful discharge, fraud, or
          misrepresentation under any statute, rule, regulation or under the
          common law. Excluded from this Agreement are any claims which cannot
          be waived by law, including but not limited to the right to file a
          charge with or participate in an investigation conducted by the Equal
          Employment Opportunity Commission ("EEOC"). The Executive is waiving,
          however, the Executive's right to any monetary recovery or relief
          should the EEOC or any other agency pursue any claims on the
          Executive's behalf.

     (b)  The Executive acknowledges that the Company encouraged the Executive
          to consult with an attorney of the Executive's choosing prior to
          executing this Agreement, and through this Agreement encourages the
          Executive to consult with the Executive's attorney with respect to
          possible claims under the ADEA and that the Executive understands that
          the ADEA is a federal statute that prohibits discrimination, on the
          basis of age, in employment, benefits, and benefit plans. The
          Executive wishes to waive any and all claims under the ADEA that the
          Executive may have, as of the date upon which the Executive executes
          this Agreement, against the Company, and hereby waives such claims.
          The Executive further understands that by signing this Agreement, the
          Executive is in fact waiving, releasing and forever giving up any
          claim under the ADEA that may have existed on or prior to the date
          upon which the Executive executes this Agreement. The Executive
          acknowledges that the Executive is receiving consideration for the
          Executive's waiver of any and all claims under the ADEA in addition to
          anything of value to which the Executive is already entitled. The
          Executive also acknowledges that the Company has informed the
          Executive that the Executive has at the Executive's option, twenty-one
          (21) days from the date this Agreement was first presented to the
          Executive in order to consider this

                                        2

<PAGE>

          Agreement, and, if executed prior to the expiration of the twenty-one
          (21) day period, the Executive does hereby knowingly and voluntarily
          waive all or part of said twenty-one (21) day period. The Executive
          also understands that the Executive has seven (7) days following the
          date upon which the Executive executes this Agreement within which to
          revoke the release contained in this Section 5(b) (the "Revocation
          Period") by providing a written notice of the Executive's revocation
          of the release and waiver contained in this Section 5(b) to the
          Company. The release of claims under the ADEA contained in this
          Section 5(b) does not become effective or enforceable until the
          Revocation Period has expired.

     (c)  Notwithstanding the foregoing, the Executive does not, and will not,
          release, discharge or waive any rights to indemnification that the
          Executive may have under the By-Laws of the Company, the laws of the
          State of Ohio, any indemnification agreement between the Executive and
          the Company or any insurance coverage maintained by or on behalf of
          the Company, nor will the Company take any action, directly or
          indirectly, to encumber or adversely affect the Executive's rights
          under any such indemnification arrangement. Further, the release
          contained in this Section 5 will not affect any rights granted to the
          Executive, or obligations of the Company, under the terms of this
          Agreement or under the terms of any employee benefit plan (within the
          meaning of Section 3(3) of ERISA) maintained by the Company or, except
          to the extent such rights have previously been satisfied or are
          satisfied pursuant to this Agreement, under the terms of the Retention
          Agreement.

     (d)  Except for Claims based upon fraud or intentional misrepresentation,
          the Company, as a material inducement to the Executive to enter this
          Agreement, and in consideration of the promises contained herein,
          hereby releases and forever discharges the Executive, and the
          Executive's family, heirs, successors, assigns, agents and attorneys
          from, and agrees not to sue or join in any suit against such parties
          for, any and all Claims, which the Company now has or owns or claims
          or could claim to have or own against the Executive and the
          Executive's family, heirs, successors, assigns, agents and attorneys
          arising from the Executive's employment by the Company, the
          Executive's service as an officer, employee or director of the
          Company, and the Executive's status as a shareholder of the Company [,
          other than ____________________]; provided, however, that the release
          contained in this Section 5(d) will not affect any rights granted to
          the Company, or the Executive's obligations, under the terms of this
          Agreement.

     (e)  Nothing contained in this Agreement will be deemed or construed as an
          admission of wrongdoing or liability on the part of the Company or the
          Executive.

6.   No Mitigation or Offset.  The Executive is under no obligation to mitigate
     damages or the amount of any payment or benefit provided for under this
     Agreement by seeking other employment or otherwise.  Except as otherwise
     expressly provided in the Retention

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<PAGE>

          Agreement, any and all amounts payable and benefits to be provided by
          the Company to the Executive under the terms of this Agreement will
          not be subject to set-off or counterclaim for amounts claimed by the
          Company to be owed to it by the Executive.

7.        Survival. The expiration or termination of this Agreement will not
          impair the rights or obligations of any party hereto that accrue
          hereunder prior to such expiration or termination, except to the
          extent specifically stated herein. In addition to the foregoing, (a)
          the Executive's and the Company's obligations contained in Section 5
          will survive the expiration or termination of this Agreement, and (b)
          the Company's and the Executive's respective rights and obligations as
          specified in Section 6 of the Retention Agreement will survive any
          termination or expiration of this Agreement or the Retention
          Agreement, or the termination of the Executive's employment for any
          reason whatsoever.

8.        Miscellaneous Provisions.
          ------------------------

          (a)  Binding on successors; assignment. This Agreement will be binding
               upon and inure to the benefit of the Company, the Executive and
               each of their respective successors, assigns, personal and legal
               representatives, executors, administrators, heirs, distributees,
               devisees, and legatees, as applicable; provided, however, that
               neither this Agreement nor any rights or obligations hereunder
               will be assignable or otherwise subject to hypothecation by the
               Executive (except by will or by operation of the laws of
               intestate succession) or by the Company, except that the Company
               may assign this Agreement to any successor (whether by merger,
               purchase or otherwise) to all or substantially all of the stock,
               assets or businesses of the Company, if such successor expressly
               agrees to assume the obligations of the Company hereunder.

          (b)  Governing law. This Agreement will be governed, construed,
               interpreted and enforced in accordance with the substantive laws
               of the State of Ohio, without regard to conflicts of law
               principles.

          (c)  Severability. Whenever possible, each provision of this Agreement
               shall be interpreted in such manner as to be effective and valid
               under applicable law, but if any provision of this Agreement is
               held to be invalid, illegal or unenforceable in any respect under
               any applicable law or rule in any jurisdiction, such invalidity,
               illegality or unenforceability shall not affect any other
               provision or any other jurisdiction, but this Agreement shall be
               reformed, construed and enforced in such jurisdiction as if such
               invalid, illegal or unenforceable provision had never been
               contained herein.

          (d)  Notices. For all purposes of this Agreement, all communications,
               including without limitation notices, consents, requests or
               approvals, required or permitted to be given hereunder will be in
               writing and will be deemed to have been duly given when hand
               delivered or dispatched by electronic facsimile transmission
               (with receipt thereof confirmed), or five business days after
               having been mailed by United States registered or certified mail,
               return receipt requested, postage

                                        4

<PAGE>

          prepaid, or three business days after having been sent by a nationally
          recognized overnight courier service such as FedEx, UPS, or Purolator,
          addressed to the Company (to the attention of the Secretary of the
          Company) at its principal executive office and to the Executive at the
          Executive's principal residence, or to such other address as any party
          may have furnished to the other in writing and in accordance herewith,
          except that notices of changes of address will be effective only upon
          receipt.

     (e)  Counterparts. This Agreement may be executed in several counterparts,
          each of which will be deemed to be an original, but all of which
          together will constitute one and the same Agreement.

     (f)  Entire agreement. The terms of this Agreement are intended by the
          parties to be the final expression of their agreement with respect to
          the matters addressed herein and may not be contradicted by evidence
          of any prior or contemporaneous agreement. The parties further intend
          that this Agreement will constitute the complete and exclusive
          statement of its terms and that no extrinsic evidence whatsoever may
          be introduced in any judicial, administrative or other legal
          proceeding to vary the terms of this Agreement.

     (g)  Amendments; waivers. This Agreement may not be modified, amended, or
          terminated except by an instrument in writing, signed by the Executive
          and the Company. Failure on the part of either party to complain of
          any action or omission, breach or default on the part of the other
          party, no matter how long the same may continue, will never be deemed
          to be a waiver of any rights or remedies hereunder, at law or in
          equity. The Executive or the Company may waive compliance by the other
          party with any provision of this Agreement that such other party was
          or is obligated to comply with or perform only through an executed
          writing; provided, however, that such waiver will not operate as a
          waiver of, or estoppel with respect to, any other or subsequent
          failure.

     (h)  No inconsistent actions; enforcement. The Company and the Executive
          will not voluntarily undertake or fail to undertake any action or
          course of action that is inconsistent with the provisions or essential
          intent of this Agreement. Furthermore, it is the intent of the parties
          hereto to act in a fair and reasonable manner with respect to the
          interpretation and application of the provisions of this Agreement. In
          the event the Executive initiates or voluntarily participates in any
          suit (as provided in Section 5(a)), or if the Executive fails to abide
          by any of the terms of this Agreement, the Company may, in addition to
          any other remedies it may have, reclaim any amounts paid to the
          Executive under the provisions of this Agreement or terminate any
          benefits or payments that are subsequently due under this Agreement,
          without waiving the release granted herein. In the event the Executive
          revokes the ADEA release contained in Sections 5(a) and 5(b) within
          the seven-day period provided under Section 5(b), the Company may, in
          addition to any other remedies it may have, reclaim any amounts paid
          to the Executive

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<PAGE>

          under the provisions of this Agreement or terminate any benefit or
          payments that are subsequently due under this Agreement. The Executive
          acknowledges and agrees that the remedy at law available to the
          Company for breach of any of the Executive's obligations under Section
          5 would be inadequate and that damages flowing from such a breach may
          not readily be susceptible to being measured in monetary terms.
          Accordingly, the Executive acknowledges, consents and agrees that, in
          addition to any other rights or remedies that the Company may have at
          law, in equity or under this Agreement, upon adequate proof of the
          Executive's violation of any such provision of this Agreement, the
          Company will be entitled to immediate injunctive relief and may obtain
          a temporary order restraining any threatened or further breach,
          without the necessity of proof of actual damage. The Executive
          understands that by entering into this Agreement, the Executive will
          be limiting the availability of certain remedies that the Executive
          may have against the Company and limiting also the Executive's ability
          to pursue certain claims against the Company.

     (i)  Headings and section references. The headings used in this Agreement
          are intended for convenience or reference only and will not in any
          manner amplify, limit, modify or otherwise be used in the construction
          or interpretation of any provision of this Agreement. All section
          references are to sections of this Agreement, unless otherwise noted.

     (j)  Withholding. The Company will be entitled to withhold from payment any
          amount of withholding required by law.

     (k)  Authority. The Company represents and warrants that it and its
          signatory hereto are duly authorized and empowered to execute and
          enter into this Agreement without any further action or approval.

     THIS AGREEMENT INCLUDES A COMPLETE AND PERMANENT RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS. THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS READ THIS
AGREEMENT AND THAT THE EXECUTIVE FULLY KNOWS, UNDERSTANDS, AND APPRECIATES ITS
CONTENTS, AND THAT THE EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS
AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF
THE EXECUTIVE'S OWN FREE WILL.

                                        6

<PAGE>

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

                                       MODERN TECHNOLOGIES CORP.,
                                       an Ohio corporation

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       -----------------------------------------
                                       Michael W. Solley

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