Exhibit 10.12


                Key Employee Retention Agreement

The purpose of this Agreement (the "Agreement") between
Integrated Defense Technologies, Inc. (the "Company") and John
W. Wilhoite (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 $300,000.

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 W. Wilhoite
         ----------------------------------
             John W. Wilhoite

Date:    March 25, 2003
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