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                                  EXHIBIT 10.22

                        RETENTION AND SEVERANCE AGREEMENT

         This Retention and Severance Agreement is made effective as of this 3rd
day of August, 2000 by and between International Total Services, Inc. (the
"Corporation") and Scott Brewer ("Brewer").

         WHEREAS, the Corporation has begun a process involving consideration of
various strategic options which, if pursued and implemented, could result in a
significant change in, or the elimination of, Brewer's employment relationship
with the Corporation; and

         WHEREAS, the Corporation recognizes that the strategic direction and
the achievement of the Corporation's strategic objectives will likely place
additional demands and burdens on Brewer and require special dedication and
efforts by Brewer, while at the same time, presenting Brewer with the
distraction and insecurity associated with the potential loss of employment.

         WHEREAS, the Corporation has determined that providing Brewer with a
retention incentive and severance protection is appropriate under the
circumstances so as to reinforce Brewer's dedication and focus in furtherance of
the Corporation's strategic objectives;

         NOW THEREFORE, the Corporation and Brewer agree as follows:

1. SEVERANCE PACKAGE. In the event the Corporation terminates Brewer's
employment other than for Cause (as defined below) or Brewer terminates
employment with the Corporation for Good Reason (as defined below), the
Corporation shall provide Brewer with the following Severance Package:

         A. A lump sum cash severance payment equal to (i) Brewer's annual base
salary (as of the date of this Agreement) plus (ii) the annual bonus (if any)
paid during the year preceding the termination, payable within ten (10) business
days following Brewer's execution and delivery of the mutual release referred to
in Section 3 of this Agreement. In the event that the severance payment becomes
payable under this Agreement, such payment shall replace and be in lieu of any
other severance payment due to Brewer from the Corporation.

         B. The Corporation shall provide Brewer with continued health care
coverage for a period of two (2) years following Brewer's termination of
employment with the Corporation, subject to terms and conditions (including the
rate, if any, charged to Brewer) as are otherwise applicable to active
Corporation officers.

         C. The Corporation shall, at its cost, provide Brewer with the services
of a qualified outplacement professional (as selected by Brewer, subject to the
Corporation's approval which will not be unreasonably withheld) to assist Brewer
in seeking and obtaining new employment.

         D. The Corporation shall, at its cost, provide Brewer with the personal
computer equipment utilized by Brewer in providing services to the Corporation.




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                                  EXHIBIT 10.22

                  For purposes hereof, the terms "Cause" shall mean Brewer's
         fraud or commission of a felony which results in material injury to the
         business or reputation of the Corporation. Brewer shall be deemed to
         have "Good Reason" to terminate his employment under this Agreement if,
         at any time after August 3, 2000, (i) the Corporation materially
         increases Brewer's duties and responsibilities without his consent;
         (ii) the Corporation reduces Brewer's level of annual base salary (iii)
         Brewer'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; (iv) there occurs a
         material breach by the Corporation of any of its obligations under this
         Agreement; or (v) 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 (the "Voting Trust") made and
         entered into as of November 1, 1999 by and among the Corporation,
         Robert A. Weitzel, H. Jeffrey Schwartz, John P. O'Brien and J. Jeffrey
         Eakin (the "Voting Trust Trustees"), 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; (v) termination of the Voting
         Trust or change in the composition of the Voting Trust Trustees; or
         (vi) a change in ownership or control sufficient to trigger the
         requirements Section 280G of the Internal Revenue Code of 1986 (the
         "Code") as amended or the Treasury Regulations or Proposed Treasury
         Regulations thereunder.

2.       INDEMNIFICATION AND LIABILITY COVERAGE.

                  (a) INDEMNIFICATION IN NON-DERIVATIVE ACTIONS. The Corporation
         shall indemnify Brewer 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



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                                  EXHIBIT 10.22

         arising out of events occurring prior to the effective date of this
         Agreement) 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 Brewer 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 Brewer 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 of this
         Agreement) 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 Brewer 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 adjudication of liability, but in view of all the
         circumstances of the case, Brewer is fairly and reasonably entitled to
         indemnity for such expenses as such court shall deem proper.

                  (c) COUNSEL. Brewer 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 2 apply.

                  (d) ADVANCE PAYMENT OF EXPENSES. Expenses, excluding
         attorneys' fees, incurred in defending any action, suit or proceeding
         referred to in this Section 2, 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 Brewer 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
         Brewer.




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                                  EXHIBIT 10.22

                  (e) NONEXCLUSIVITY. The parties agree that nothing in this
         Agreement shall be construed to limit or negate any rights of Brewer
         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 Brewer with broader protection than that provided herein. The
         Corporation will maintain officer's acts and omissions liability
         insurance for Brewer in amounts comparable to that maintained for other
         executive officers employed by the Corporation. Such liability
         insurance shall, at a minimum, cover all matters giving rise to an
         indemnification obligation by the Corporation and such coverage shall
         remain in effect until the expiration of the statute of limitations
         applicable to any claim that could give rise to such indemnification
         obligation. In the event that Brewer 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.

3. MUTUAL RELEASE. In the event Brewer's employment with the Corporation
terminates under circumstances otherwise giving rise to entitlement to the
Severance Package described in Section 1, the Corporation and Brewer shall
promptly enter into a mutual release in the form attached hereto as Exhibit "A".
Failure by Brewer to promptly execute such release shall result in forfeiture of
all compensation and benefits otherwise due Brewer under this Agreement Failure
by the Corporation to promptly execute such release shall result in the
Corporation owing Brewer, in addition to all other amounts owing Brewer under
this Agreement, liquidated damages for such failure in the amount of One Hundred
Thousand Dollars ($100,000.00).

4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the Corporation
and its successors and assigns.

         IN WITNESS WHEREOF, the unsigned parties hereby execute this Agreement
effective as of August 3, 2000.

                                        INTERNATIONAL TOTAL SERVICES, INC.


                                        By:  /s/ H. Jeffrey Schwartz
                                        Co-Chairman of the Board of Directors

                                        /s/ Scott Brewer____
                                        Scott Brewer




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                                  EXHIBIT 10.22
                                                                     EXHIBIT "A"

                                 MUTUAL RELEASE

         This Mutual Release is made by and between International Total
Services, Inc. (the "Corporation") and Scott Brewer ("Brewer"), effective upon
Brewer's termination of employment with the Corporation.

         Brewer hereby fully, finally, and unconditionally releases the
Corporation, its officers, directors, employees, agents and any of their
predecessors, successors and assigns ("Released Parties") from any and all
claims, suits, demands, charges, debts, grievances, costs, attorneys fees or
injuries of every kind or nature, whether known or unknown, absolute or
contingent, suspected or unsuspected, which Brewer had or now has against the
Released Parties based on any matter or thing occurring or arising on or prior
to the effective date of this Mutual Release, including but not limited to
claims arising out of or relating to Brewer's employment with the Corporation or
the termination of Brewer's employment, ANY CLAIM FOR UNPAID COMPENSATION, BONUS
COMPENSATION OR SEVERANCE PAY, PENSION OR ANY OTHER BENEFITS, BREACH OF EXPRESS
AND/OR IMPLIED CONTRACT, WRONGFUL DISCHARGE, EMOTIONAL DISTRESS, VIOLATION OF
PUBLIC POLICY, AND/OR EMPLOYMENT DISCRIMINATION IN VIOLATION OF THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, 29 U.S.C. SS. 621, ET SEQ., TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, 42 U.S.C. SS. 2000, ET SEQ., THE AMERICANS WITH
DISABILITIES ACT, 42 U.S.C. SS. 12101, ET SEQ., OHIO REVISED CODE SS. 4112, ET
SEQ., AND/OR ANY OTHER FEDERAL, STATE OR MUNICIPAL FAIR EMPLOYMENT PRACTICE OR
DISCRIMINATION LAW, STATUTE, OR ORDINANCE. Excluded from this release, however,
are (i) rights under his written Retention and Severance Agreement with the
Corporation (dated effective as of August 3, 2000) and claims or administrative
charges which cannot be waived by law; (ii) rights to plan benefits under any
plan covered by the Brewer Retirement Income Security Act of 1974, as amended
("ERISA"); (iii) rights under any other type of benefit plan not covered by
ERISA; and (iv) rights to indemnification and liability coverage associated with
Brewer's position with the Corporation.

         The Corporation hereby fully, finally, and unconditionally releases
Brewer from any and all claims, suits, demands, charges, debts, grievances,
costs, attorneys fees or injuries of every kind or nature, whether known or
unknown, absolute or contingent, suspected or unsuspected, which the Corporation
had or now has against Brewer based on any matter or thing occurring or arising
on or prior to the effective date of this Mutual Release, including but not
limited to claims arising out of or relating to Brewer's employment with the
Corporation or the termination of Brewer's employment. Excluded from this
release, however, are any of the Corporation's rights or claims against Brewer
for the commission of a felony resulting in material injury to the Corporation.

         Brewer and the Corporation hereby further acknowledge:

                  (a)      That Brewer has had the opportunity to review and
                           consider the terms of this Agreement for a period of
                           twenty-one (21) days;

                  (b)      To the extent that Brewer has taken less than
                           twenty-one (21) days to consider this Agreement,
                           Brewer acknowledges that Brewer has had



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                                  EXHIBIT 10.22

                           sufficient time to consider this Agreement and to
                           consult with counsel, and that Brewer does not desire
                           additional time;

                  (c)      That the benefits offered by the Corporation and
                           accepted by Brewer as provided herein are in excess
                           of the benefits that Brewer would otherwise be
                           entitled to receive;

                  (d)      That each understands and had the opportunity to
                           receive counsel regarding their respective rights,
                           obligations and liabilities;

                  (e)      That nothing in this Agreement is or shall be
                           construed as an admission by the Corporation of any
                           breach of any agreement or any intentional or
                           unintentional wrongdoing of any nature;

                  (f)      That neither Brewer nor the Corporation has made any
                           representations concerning the terms or effects of
                           this Agreement other than those contained in this
                           Agreement, it being clearly understood that this
                           Agreement (together with the Employment Agreement) is
                           the sole agreement between the parties and may not be
                           modified or terminated orally; and

                  (g)      That the terms of this Agreement are not effective or
                           enforceable until seven (7) days after its execution,
                           during which period Brewer may revoke this Agreement
                           by written notice to the Corporation at 1200 Crown
                           Centre, 5005 Rockside Road, Cleveland, Ohio 44131.

         The parties hereto understand and agree this release forever bars each
of them from suing, arbitrating or otherwise asserting a claim against the other
on any released claim.

                                     INTERNATIONAL TOTAL SERVICES, INC.

                                     By:  ___________________________________

                                     Date: __________________________________

                                     ________________________________________
                                     Scott Brewer

                                     Date: __________________________________



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