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                                                                   EXHIBIT 10.17

                       RETIREMENT AND CONSULTING AGREEMENT
                       -----------------------------------

         THIS RETIREMENT AND CONSULTING AGREEMENT (the "Consulting Agreement")
is made as of the 1st day of November, 1999, by and between Robert A. Weitzel,
an individual (the "Consultant"), and International Total Services, Inc., an
Ohio corporation (the "Company").

         The Consultant was formerly chairman, chief executive officer and a
director of the Company;

         The Consultant has certain skills and experience that the Company wants
to have available to it; and

         The Company and the Consultant desire to enter into this Consulting
Agreement to insure the Company of the services of the Consultant, and to
establish the rights and duties of the parties.

         IN CONSIDERATION of the mutual covenants and promises herein contained,
and subject to the terms and conditions herein set forth, the Consultant and the
Company agree as follows:

         1.       RETIREMENT.

                  (a) Simultaneously with the effectiveness of this Consulting
         Agreement and as a result hereof:

                           (i) The Consultant confirms that on October 19, 1999,
                  he resigned as the chairman, chief executive officer and
                  director of the Company and agrees to execute such additional
                  documents as requested by the Company to evidence such
                  resignations;

                           (ii) The employment agreement between the Consultant
                  and the Company dated as of September 27, 1997 was terminated
                  effective October 19, 1999 and it is agreed that neither party
                  thereto has any further obligations thereunder, with the
                  exception of any salary or benefits accrued through October
                  19, 1999;

                           (iii) The Consultant delivers, or has delivered, to
                  the Company all documents, letters, notices, agreements,
                  correspondence and similar instruments received by the
                  Consultant in his capacity as an officer, director or employee
                  of the Company during his employment by the Company, which
                  were not left in the Company's office by the Consultant on
                  October 19, 1999 and are no longer in the Consultant's
                  control; and


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                           (iv) The Consultant executes and delivers to the
                  Company (1) that certain stock restriction agreement
                  providing, among other things, that the Company has the right
                  of first refusal as to any transfer of shares of Company
                  common stock owned directly or indirectly by the Consultant
                  and (2) that certain voting trust agreement providing, among
                  other things, for the transfer of record ownership, and
                  related rights, of shares of Company common stock owned
                  directly or indirectly by the Consultant to the trustees
                  thereunder.

                  (b) In consideration of the foregoing, the Company agrees to
         (i) pay the Consultant $300,000 upon the effectiveness of this
         consulting Agreement and $200,000 on January 3, 2000, (ii) pay the
         Consultant's legal counsel on behalf of the Consultant an amount equal
         to the Consultant's legal fees and expenses incurred by the Consultant
         in connection with the transactions contemplated by this Consulting
         Agreement, in an amount not to exceed $6,000, (iii) provide the
         Consultant, and through the Consultant to Consultant's spouse, with
         medical coverage under the Company's medical program through September
         30, 2001 on a basis consistent with the coverage made available to the
         Company's officers during such period; provided, however, that: (1) the
         coverage provided under this sentence shall be concurrent with and not
         in addition to the coverage required to be made available to the
         Consultant under Part 6 of Title I of ERISA ("COBRA"); and (2) except
         as required under COBRA, the Company will use its best efforts to
         obtain stop-loss insurance for the coverage required to be provided
         under this sentence, but for any period for which such coverage cannot
         be obtained at commercially reasonable group stop-loss insurance rates,
         the Company shall not be required to provide such coverage for such
         period and, instead, shall pay the Consultant in cash the "applicable
         premium" for such coverage (as defined under COBRA) for such period,
         and (iv) provide the Consultant with directors' and officers' liability
         insurance coverage under the Company's policy through September 30,
         2001 on a basis consistent with the coverage made available to the
         Company's officers during such period.

         2.       TERM AND DUTIES.

                  (a) The "Term of Consulting" will begin on the date of this
         Consulting Agreement and will continue through September 30, 2001,
         unless terminated as provided in Sections 4, 5, 6 or 7 of this
         Agreement.

                  (b) During the Term of Consulting, the Consultant will provide
         the Company with advice, recommendations and services concerning the
         business of the Company. The Consultant will meet with the Company's
         officers and other representatives to provide certain of the required
         consulting services. The Consultant will provide such consulting
         services for up to five days per month during the Term of Consulting.

                  (c) The Company and the Consultant acknowledge and agree that
         the consulting services to be provided by the Consultant under this
         Consulting Agreement will be performed as an independent contractor,
         and not as an agent or employee of the


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         Company. The parties also acknowledge and agree that with respect to
         any payments made to the Consultant hereunder, the Company will not:
         (i) withhold or pay FICA or other Federal, state, or local income or
         other taxes; or (ii) comply with or contribute to state worker's
         compensation, unemployment or other funds or programs. The Consultant
         also acknowledges that as an independent contractor the Consultant will
         not be given the right to participate in any employee benefit or
         insurance plan or any other plan or other fringe benefit which is
         maintained, established or provided by the Company for its employees.

         3. PAYMENT. As consideration for the obligations of the Consultant
under this Consulting Agreement, during the Term of Consulting, the Company will
make the following payments to the Consultant:

                  (a) The Company will pay the Consultant at the monthly rate of
         Twenty-five Thousand Dollars ($25,000), payable monthly on the first
         business day of each month from February 1, 2000 through September 1,
         2001.

                  (b) The Company will promptly reimburse the Consultant for all
         reasonable out of pocket business expenses incurred in furtherance of
         the business of the Company in accordance with reimbursement policies
         adopted by the Company from time_to_time.

         4. EARLY TERMINATION: DEATH. Notwithstanding anything to the contrary
in Section 2 hereof, if the Consultant dies during the Term of Consulting, the
Term of Consulting will automatically terminate. Upon such termination, the
Consultant's estate or beneficiaries will receive any payments earned and
accrued prior to the date of termination and reimbursement for expenses incurred
prior to the date of termination and payments of amounts due under Section 3(a)
and benefits under Section 1(b)(iii) and (iv) through September 1, 2001. The
parties will have no further obligation under this Agreement.

         5. EARLY TERMINATION: DISABILITY. Notwithstanding anything to the
contrary in Section 2 hereof, if the Consultant by virtue of ill health or other
disability has at any time been unable to perform substantially and continuously
the duties assigned to the Consultant under this Agreement (i) for a period of
ninety (90) calendar days out of any period of one hundred and eighty (180)
consecutive calendar days during the Term of Consulting, or (ii) for an
aggregate of two hundred forty (240) days out of the Term of Consulting, then
the Company will have the right to terminate the Term of Consulting upon notice
to the Consultant. Upon such termination, the Consultant will receive any
payments earned and accrued prior to the date of termination and reimbursement
for expenses incurred prior to the date of termination and payments of amounts
due under Section 3(a) and benefits under Section 1(b)(iii) and (iv) through
September 1, 2001. The parties will have no further obligation under this
Agreement except that the Consultant will not be relieved of the Consultant's
obligations under those certain provisions hereof relating to confidentiality
and non-competition, as set forth in Section 8 hereof (the "Confidentiality
Provisions").


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         6.       EARLY TERMINATION:  TERMINATION BY THE COMPANY.

                  (a) Notwithstanding anything to the contrary in Section 2
         hereof, the Term of Consulting may be terminated by the Company by
         giving at least sixty (60) days' prior notice of termination to the
         Consultant. Upon such termination, the Consultant will be entitled to
         receive any payments earned and accrued prior to the date of
         termination and reimbursement for expenses incurred prior to the date
         of termination and payments of amounts due under Section 3(a) and
         benefits under Section 1(b)(iii) and (iv) through September 1, 2001.
         The parties will have no further obligation under this Agreement except
         that the Consultant will not be relieved of the Consultant's
         obligations under the Confidentiality Provisions.

                  (b) Notwithstanding the foregoing, the Company may terminate
         the Term of Consulting immediately upon notice (a "Breach Notice") to
         the Consultant of a Breach. Upon delivery of the Breach Notice, the
         Consultant will be entitled to receive any payments earned and accrued
         prior to the date of termination and reimbursement for expenses
         incurred prior to the date of termination (but not any additional
         payments or benefits, the rights to which are forfeited in the event of
         a termination of the Term of Consulting pursuant to this Section 6(b)).
         The parties will have no further obligation under this Agreement except
         that the Consultant will not be relieved of the Consultant's
         obligations under the Confidentiality Provisions. The term "Breach"
         will mean the Consultant's (i) conduct subsequent to the date hereof
         constituting a felony or like criminal conduct as determined by the
         Company, (ii) gross negligence or willful misconduct in the performance
         of his duties hereunder, (iii) breach of the Confidentiality Provisions
         or of the representation contained in the last sentence of Section 10
         below, or (iv) breach of the voting trust agreement or stock
         restriction agreement, referred to in Section 1(a)(iv) above.

         7. EARLY TERMINATION: TERMINATION BY RESIGNATION OF THE CONSULTANT.
Notwithstanding anything to the contrary in Section 2 hereof, the Term of
Consulting may be terminated by the Consultant upon not less than sixty (60)
days' notice of resignation to the Company. Upon such termination, the
Consultant will be entitled to receive any payments earned and accrued prior to
the date of termination and reimbursement for expenses incurred prior to the
date of termination. The parties will have no further obligation under this
Agreement except that the Consultant will not be relieved of the Consultant's
obligations under the Confidentiality Provisions.

                  8. CONFIDENTIAL INFORMATION; NON-COMPETITION.

                  (a) The Consultant acknowledges that the Company has developed
         and has taken steps to protect as trade secrets certain non-public
         proprietary information, including that regarding customers,
         operations, properties and employees of the Company (collectively
         "Confidential Materials and Information"). In performing duties for the
         Company, the Consultant has been and regularly will be exposed to and
         work with the


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         Company's Confidential Materials and Information. The Consultant
         acknowledges that such Confidential Materials and Information are
         critical to the Company's success and that the Company has invested
         substantial money in developing the Company's Confidential Materials
         and Information. Until September 30, 2001, the Consultant will not
         reproduce, publish, disclose, divulge, discuss, use, reveal, show, or
         otherwise communicate to any person or entity any Confidential
         Materials and Information of the Company, including, without
         limitation, in competition with or contrary to the interests of the
         Company, unless specifically assigned or directed by the Company to do
         so or unless it will have become public knowledge (other than by acts
         by the Consultant or representatives of the Consultant in violation of
         this Agreement). The covenant in this Section 8(a) has no geographical
         or territorial restriction or limitation, and it applies wherever the
         Consultant may be located.

                  (b) Until September 30, 2001, the Consultant will not (i)
         actively solicit, either directly or indirectly through any third
         person, any other consultant or any employee of the Company to
         terminate his or her employment with the Company or (ii) employ, assist
         in employing, or otherwise associate in business with, any other
         consultant or any employee of the Company, without the written consent
         of the Company.

                  (c) Until September 30, 2001, the Consultant will not, either
         directly or indirectly, (i) be employed by, consult for, engage in any
         business for, or have any ownership interest in any business entity
         engaged in the business, or otherwise engage in the business, conducted
         by the Company (which currently includes that of aviation services and
         commercial security); (ii) call on, solicit or communicate with any of
         the Company's customers or prospects other than for the benefit of the
         Company; or (iii) interfere in any way with the Company's operation of
         its business. Ownership, for personal investment purposes only, of
         equity of the Company in conformance with the stock restriction
         agreement and the voting trust agreement referred to above or of not in
         excess of one percent (1%) of the voting stock of any publicly held
         corporation will not constitute a violation hereof.

                  (d) The Consultant agrees that whenever the Term of Consulting
         ends for any reason, all documents containing or referring to the
         Company's Confidential Materials and Information as may be in the
         Consultant's possession, or over which the Consultant may have control,
         will be delivered by the Consultant to the Company immediately, with no
         request being required.

                  (e) In the event the Consultant will violate any legally
         enforceable provision of this Section 8 as to which there is a specific
         time period during which he is prohibited from taking certain actions
         or from engaging in certain activities, as set forth in such provision,
         then, in such event, such violation will toll the running of such time
         period from the date of such violation until such violation will cease.


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                  (f) The Consultant has carefully considered the nature and
         extent of the restrictions upon him and the rights and remedies
         conferred upon the Company under this Section 8, and acknowledges and
         agrees that the same are reasonable in time and territory, are designed
         to eliminate competition which otherwise would be unfair to the
         Company, do not stifle the inherent skill and experience of the
         Consultant, would not operate as a bar to the Consultant's sole means
         of support, are fully required to protect the legitimate interests of
         the Company and do not confer a benefit upon the Company
         disproportionate to the detriment to the Consultant.

                  (g) In addition to the forgoing, the parties agrees that this
         Agreement and the terms hereof are considered strictly confidential.
         Each of the parties acknowledges and agrees that disclosure to anyone
         without the express prior written consent of the other party hereto
         will be a breach of this Agreement and cause this Agreement (other than
         Sections 8 and 9) and all rights granted to the breaching party herein
         to be immediately terminated, null and void and extinguished without
         recourse. It is agreed that solely to the extent necessary to advise a
         party hereto regarding legal and financial matters, disclosure of the
         terms hereof by such party to his or its advisors, officers, directors
         and employees on a need to know basis (provided such advisors are
         advised of the confidentiality obligations relating to such information
         and provided the disclosing party will be responsible for any
         disclosure by such advisors as if made by such party) will not violate
         this Section 8, nor will disclosure by such party to the extent
         required by law, statute, rule or regulation or directed by a court or
         governmental agency provided in any case the disclosing party notifies
         the other party hereto in advance of any such disclosure. It is
         acknowledged that the Company shall be permitted, and it shall not be a
         breach of this Agreement, to disclose this Agreement and the terms
         hereof and to file a copy of this Agreement, as part of the Company's
         filing obligations under the federal securities laws and no prior
         written consent of the Consultant shall be required in connection
         therewith. It is further agreed that to the extent any term hereof is
         disclosed by one party in breach of this Section 8(g) (other than to a
         court or governmental agency under protection of an appropriate
         confidential treatment order), the other party hereto will be entitled
         to disclose such term without liability hereunder.

         9. SURVIVAL OF COVENANTS. Notwithstanding anything herein to the
contrary, upon termination of the Term of Consulting for any reason (other than
a payment default by the Company under Sections 1(b) or 3(a) hereof, which
payment default continues for more than five days after the Company receives
notice of such default from the Consultant (in accordance with the terms hereof)
unless the Company's failure to make payment is as a result of a Breach) the
provisions of Sections 8 and 9 of this Consulting Agreement will remain in full
force and effect, and will be binding on and enforceable against the Consultant
and the Company as though such termination had not occurred. The Consultant
acknowledges that his agreement to the survival of the terms and conditions of
Sections 8 and 9 of this Consulting Agreement constitutes a material inducement
to the Company to enter into this Consulting Agreement. The Consultant expressly
agrees and understands that the remedy at law for any breach by him of Sections
8 or 9 will be inadequate and that the damages flowing from such breach are not
readily susceptible to being


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measured in monetary terms. Accordingly, it is acknowledged that upon adequate
proof of the Consultant's violation of any legally enforceable provision of
Sections 8 or 9, the Company will be entitled to immediate injunctive relief and
may obtain a temporary order restraining any threatened or further breach.
Nothing in Sections 8 and 9 will be deemed to limit the Company's remedies at
law or in equity for any breach by the Consultant of any of the provisions of
Sections 8 or 9 which may be pursued or availed of by the Company.

         10. THE CONSULTANT'S REPRESENTATIONS. The Consultant represents and
warrants to and with the Company that the Consultant is not bound by or subject
to, and that he has not entered into, any covenants, agreements or restrictions
which would be breached or violated by the Consultant's execution of this
Consulting Agreement or by the Consultant's performance of his duties hereunder.
The Consultant further represents and warrants to and with the Company that, as
of the date hereof, he has not breached or violated any representation,
warranty, covenant or agreement set forth in this Consulting Agreement, and as
of the date hereof there does not exist any breach or violation of any
representation, warranty, covenant or agreement set forth in this Consulting
Agreement. The Consultant further represents and warrants to and with the
Company that, as of the date hereof, he has delivered to the Company all
documents, letters, notices, agreements, correspondence and similar instruments
received by the Consultant in his capacity as an officer, director or employee
of the Company during his employment by the Company, which were not left in the
Company's office by the Consultant on October 19, 1999 and are no longer in the
Consultant's control.

         11. MISCELLANEOUS. This Agreement will be binding on and inure to the
benefit of the parties and their respective successors, permitted assigns,
heirs, executors and legal representatives. No amendment, modification, or
waiver of any provision of this Agreement, nor consent to any departure by the
Consultant therefrom, will be effective unless the same will be in writing and
signed by the Company. This Agreement will be governed by and construed in
accordance with the laws of the State of Ohio. Any notices or other
communications required or permitted under this Agreement will be deemed to have
been effectively given and made if in writing and if served either by personal
delivery or facsimile transmission to the party for whom it is intended or by
being deposited postage prepaid, in the first class United States mail,
certified or registered mail, return receipt requested, addressed as follows:

If to the Company:                           If to the Consultant:
         International Total Services, Inc.       Robert A. Weitzel
         Crown Centre                             7450 Main Street
         5005 Rockside Road                       Gates Mills, OH 44040
         Independence, OH 44131                   Telephone No. (440) 423-7751
         Attention: Board of Directors            Facsimile No. (440) 423-1253
         Telephone No: (216) 642-4522
         Facsimile No: (216) 642-4539

         12. ATTORNEY FOR THE CONSULTANT. The Consultant acknowledges that the
Consultant has retained such separate and independent legal counsel and advice
as the Consultant deems


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appropriate to advise the Consultant in connection with the execution and
delivery of this Agreement, that the Consultant is not relying on legal counsel
to the Company in this regard, and that the Consultant understands the terms and
conditions hereof which have been reviewed with the Consultant and explained by
such separate and independent legal counsel as the Consultant deems appropriate.




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         13. CONSENT TO JURISDICTION AND FORUM. The Consultant expressly and
irrevocably agrees that the Company may bring any action, whether at law or in
equity, arising out of or based upon this Agreement or the Consultant's
consulting with the Company in the State of Ohio or in any federal court
therein. The Consultant irrevocably consents to personal jurisdiction in such
court and to accept service of process in accordance with the provisions of the
laws of the State of Ohio.

         14. MULTIPLE COUNTERPARTS. This Agreement may be signed in multiple
counterparts (including by facsimile transmission), all of which taken together
will constitute an original agreement. The execution by one party of any
counterpart will be sufficient execution by that party, whether or not the same
counterpart has been executed by any other party.

         15. SEVERABILITY. If any paragraph, subparagraph or provision of this
Agreement is found for any reason whatsoever to be invalid or inoperative, that
paragraph, subparagraph or provision shall be deemed severable and shall not
affect the force and validity of any other provision of this Agreement. If any
paragraph, subparagraph or provision of this Agreement is determined by a court
or arbitrator to be invalid or inoperative, the parties agree and it is their
desire that such court shall substitute a reasonable judicially enforceable
provision in place of the invalid or inoperative provision and that as so
modified the provision shall be as fully enforceable as if set forth herein by
the parties themselves in the modified form.

         IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Consulting Agreement on the date first above written.

                                      THE CONSULTANT


                                      /s/ Robert A. Weitzel
                                      ---------------------
                                      Robert A. Weitzel



                                      INTERNATIONAL TOTAL SERVICES, INC.


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