Exhibit 10.16

              Key Employee Retention Agreement

The purpose of this Agreement (the "Agreement") between
Integrated Defense Technologies, Inc. (the "Company") and
John J. Sciuto (the "Employee") is to provide for continuity
of management and integration of the business operations of
the Company during the period leading up to as well as after
the date of the proposed sale, merger, consolidation or
other business combination resulting in a change of control
of the Company involving all or a substantial amount of the
business, securities or assets of the Company on terms and
conditions in the best interests of the Company (the
"Sale").

1.   Term of Agreement

     This Agreement will be in effect upon the execution of
     this Agreement by the Company and the Employee and
     through the date corresponding to the six month
     anniversary of the closing of the Sale (the "Closing
     Date"), unless terminated earlier in accordance with
     Paragraphs 6 or 7.

2.   Criteria for Incentive Payment

     The Employee will be eligible for the incentive payment
     specified in Paragraph 3 (the "Incentive") under this
     Agreement if:

      o  The Employee remains employed at the Company through
         the Closing Date and at the Company or its successor
         for the six-month period immediately following the
         Closing Date;

      o  The Employee devotes best effort and diligence to
         the on-going business affairs of the Company, the
         successful completion of the Sale, and the
         integration of the Company into the organization of
         the party which completes a Sale (the "Purchaser");
         and

      o  The Employee otherwise meets all other conditions in
         this Agreement, including without limitation, the
         provisions of Paragraph 12.

3.   Amount of Incentive Payment

     The Incentive payable under this Agreement is an amount
     equal to $200,000.

4.   Payment of Incentive

     The Incentive payable under this Agreement shall be
     paid within the 30-day period immediately following the
     six month anniversary date of the Closing Date, or
     within 30 days of an event which makes the Employee
     eligible for a payment under Paragraph 5. When paid,
     the Incentive will be subject to normal and required
     deductions and withholdings. The Incentive will not
     qualify as earnings under any pension plan or for any
     other employee benefit purpose.

5.   Layoff, Disability, Resignation for Good Reason, or Death

     If, after the Closing Date and within the term of this
     Agreement, the Employee is laid off by the Purchaser,
     becomes disabled, voluntarily resigns for good reason,
     or dies, the Employee will be eligible for the
     Incentive payment under this Agreement. For a layoff
     after the Closing Date, payment of the Incentive will
     be made in addition to any severance payments otherwise
     due the Employee under the Purchaser's severance plan,
     if any.  "Good reason" shall only mean:  During the six-
     month period beginning on the Closing Date, (i) a
     reduction in the Employee's base salary or (ii) a
     material diminution of the Employee's responsibilities
     as a result of removal from, or changes in, the
     position held by the Employee immediately prior to the
     Sale, other than such changes as job title, reporting
     relationship, or employees supervised which result
     solely by virtue of the Sale.

6.   Retirement, Resignation or Termination for Cause

     If the Employee retires, resigns for other than good
     reason, or is discharged for cause during the term of
     this Agreement, the Employee will not be eligible for
     any payment of the Incentive under this Agreement and
     this Agreement will terminate immediately.

7.   Termination of Agreement

     This Agreement will terminate and the Employee will
     have no right to payment of the Incentive under this
     Agreement if the Closing Date has not occurred by
     December 31, 2003.

8.   No Contract of Employment

     Nothing is this Agreement may be construed as an
     expressed or implied contract of employment for any
     duration, and this Agreement does not limit the ability
     of either the Employee or the Company to terminate the
     employment relationship at will.

9.   No Assignment

     No Incentive payable under this Agreement may be
     assigned, transferred, pledged, or otherwise
     encumbered, or subject to any legal process for the
     payment of any claim against the Employee.

10.  Entire Agreement

     This Agreement represents the complete understanding of
     the parties with respect to the subject matter hereof
     and no other promises or agreements shall be binding or
     modify this Agreement unless in writing and signed by
     both parties.

11.  Governing Law

     This Agreement shall be governed in all respects by and
     in accordance with the laws of the State of New York
     without regard to its conflict of law provisions.

12.  Release Requirement

     No Incentive otherwise due under this Agreement will be
     paid unless and until the Employee executes a Release,
     in a form determined by the Company or its successor,
     as a condition for payment under this Agreement.


INTEGRATED DEFENSE TECHNOLOGIES, INC.


By: /s/ Robert B. McKeon
    --------------------------------------
Name:   Robert B. McKeon,
Title:  Chairman of the Board of Directors


Agreed to and Accepted:

Signed: /s/ John J. Sciuto
        ----------------------------------
           John J. Sciuto

Date:   March 3, 2003
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