RETENTION AGREEMENT

     This Retention  Agreement (this  "Agreement") is entered into as of the 1st
day of April, 1999, by and between KENETECH Corporation,  a Delaware corporation
(the "Company"),  and Andrew M. Langtry, an individual currently employed by the
Company ("you" or the "Employee").

A.   The Company desires that the Employee remains as an employee of the Company
     and assists the Company in its  restructuring  or other  disposition of its
     assets.  The Employee has valuable  experience and knowledge  regarding the
     Company and its affairs.

B.   The Company and the  Employee  desire to enter into a written  agreement on
     the terms set forth below.

     NOW THEREFORE,  in consideration of the mutual promises  contained  herein,
and for  other  good and  valuable  consideration,  receipt  of which is  hereby
acknowledged, the parties agree as follows:

                                    AGREEMENT

          1. This  Agreement  contains  the  complete  terms  and  understanding
     between the Company and the Employee concerning the terms and conditions of
     employment.

          2. The Employee  agrees to continue to perform  comparable  duties and
     responsibilities  in good  faith  and to the  best of his  ability  for the
     duration of this Agreement.  This Agreement shall automatically  terminate,
     without  notice from either  party,  on  September  30,  1999,  except that
     Sections 4, 5 and 6 below shall survive the  termination of this Agreement.
     The  Employee's  principal  place  of  operation  will  be  San  Francisco,
     California  and the Employee  shall be available to render such services at
     all reasonable times and places in accordance with reasonable direction and
     assignments  issued by the  Company.  During  the  employment  period,  the
     Employee  will devote his full time and efforts to the business and affairs
     of the Company within the scope of his responsibilities.

          3. The Company will provide the  following to the Employee  during the
     term of this Agreement:

               a. Annual gross compensation of $95,000.

               b. Health insurance, dental, group life, and Long Term Disability
          coverage  under  any now  existing  plan or  program  of the  Company,
          subject to the right of the Company to terminate,  modify,  amend,  or
          change  at  any  time  any  of  such  benefits  if  such  termination,
          modification,  amendment,  or change in each case is part of a general
          program to  terminate,  modify,  amend,  or change such  benefits on a
          proportional basis relative to other employees of the Company.

               c.  Vacation  in  accordance  with the  customary  policy  of the
          Company.

               d. Other normal employee expense  reimbursements  consistent with
          the current practice of the Company.

          4. Upon  termination  of this  Agreement  on September  30, 1999,  the
     Employee may, at the option of the Company,  continue to be employed by the
     Company as an "at will"  employee,  and in such event shall receive  annual
     gross  compensation of $145,000.  Following  termination of this Agreement,
     the Employee  agrees that nothing in this  Agreement  shall confer upon the
     Employee any right to continue as an employee of the Company for any period
     of specific duration or interfere with or otherwise restrict in any way the
     rights of the Company,  which rights are expressly reserved by the Company,
     to  terminate  the  Employee's  employment  at  any  time  for  any  reason
     whatsoever, with or without cause.

          5. The  Company  will  pay you a bonus in the  amount  of  $36,250  on
     December 31,1999.

<PAGE>

          6.  If  the  Employee  is  discharged  other  than  as a  result  of a
     "Termination  for Cause"  during the term of this  Agreement,  the Employee
     will receive the following:

               a. a lump sum severance payment in the amount of $47,500.

               b. accrued vacation pay.

               c. Any unpaid bonus under Section 5 above.

          If the Employee is discharged other than as a result of a "Termination
     for Cause" after  September 30, 1999 as an at will employee of the Company,
     the Employee will receive the following:

               a. a lump sum severance payment in the amount of $72,500.

               b. accrued vacation pay.

               c. Any unpaid bonus under Section 5 above.

          7.  If  you   commit   one  or  more  acts  of  fraud,   embezzlement,
     misappropriation  of property or information or engage in any other conduct
     materially  adversely  affecting the business reputation of the Company, or
     if you willfully, fail to perform your duties and responsibilities, you may
     be terminated for cause (a  "Termination  for Cause"),  and you will not be
     paid any of the payments or benefits described in this Agreement other than
     accrued vacation and any unpaid  compensation  earned for services rendered
     through the date of termination.

          8. The Company shall deduct and withhold from the compensation payable
     to the Employee under this Agreement,  any and all Federal, State and local
     income and employment  withholding  taxes and any other amounts required to
     be deducted or withheld  by the  Company  under any  applicable  statute or
     regulation.

          9. The  Employee  will  preserve as  confidential  all  knowledge  and
     information  pertaining uniquely to the business of the Company obtained by
     the  Employee  during  the  course of the  Employee's  employment  with the
     Company.

          10. This Agreement  represents the entire agreement and  understanding
     between  the parties  hereto  relating  to the  subject  matter  hereof and
     supersedes all prior agreements and  understandings.  This Agreement may be
     amended, modified, superseded,  canceled, renewed or extended and the terms
     and conditions hereof may be waived,  only by a written instrument executed
     by the Company and the Employee,  or in the case of a waiver,  by the party
     waiving compliance.

          11.  Upon  your  death   during  the  term  hereof,   the   employment
     relationship created pursuant to this Agreement will immediately terminate,
     and no  further  compensation  will  become  payable to you  hereunder.  In
     connection with such termination,  the Company will only be required to pay
     you (or your estate) any unpaid  compensation  earned for services rendered
     through the date of your death.

          12. This  Agreement  will be construed in accordance  with the laws of
     California.   Any  provisions  of  this  Agreement  determined  invalid  or
     unenforceable shall not affect the remaining provisions of this Agreement.


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

                                    KENETECH Corporation, a Delaware corporation

                                    By:    ___________________________
                                    Name:  Mark D.  Lerdal
                                    Title: Chief  Executive Officer and
                                           President



                                           __________________________
                                           Andrew M. Langtry