MPW INDUSTRIAL SERVICES GROUP INC
EXHIBIT 10(O)
<DOCUMENT>
<TYPE>EX-10.O
<SEQUENCE>3
<FILENAME>l90455aex10-o.txt
<DESCRIPTION>EXHIBIT 10(O)
<TEXT>
<PAGE>   1
                                                                   Exhibit 10(o)



                         SEVERANCE AGREEMENT AND RELEASE
                         -------------------------------

THIS SEVERANCE AGREEMENT AND RELEASE (hereinafter referred to as the
"Agreement") dated as of June 15, 2001 is entered into by and between MPW
INDUSTRIAL SERVICES GROUP, INC. and any of its successors (hereinafter referred
to as the "Company") and Ira O. Kane (hereinafter referred to as the
"Executive").

                                   WITNESSETH
                                   ----------

WHEREAS, Executive is employed by the Company;

WHEREAS, Executive and the Company are parties to a Severance Agreement, dated
December 5, 1997 (the "Severance Agreement");

WHEREAS, Executive's employment with the Company will terminate effective June
15, 2001 (the "Termination Date");

WHEREAS, in conjunction with this termination of employment, the Company and
Executive desire to enter into an agreement setting forth the following terms
and conditions;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein the reciprocal sufficiency of which are hereby acknowledged, the Company
and Executive hereby agree as follows:

1.    RELEASE IN FULL OF ALL CLAIMS. (a). Subject to the Company's performance
         of all of its obligations under paragraph 2. of this Agreement,
         Executive, for himself, his agents, attorneys, heirs, administrators,
         executors, and assigns, and anyone acting or claiming on his joint or
         several behalf, hereby releases, waives, forever discharges, and
         covenants never to sue the Company or its past or present officers,
         directors, stockholders, agents, affiliates, parent corporation(s),
         subsidiaries, successors, and assigns, and anyone acting on its joint
         or several behalf, from any and all claims, causes or action, demands,
         damages, costs, expenses, liabilities, or other losses that in any way
         arise from, grow out of, or are related to events or circumstances that
         occurred prior to the date of Executive's execution of this Agreement
         or the effective date of the termination of his employment, whichever
         occurs later, including but not limited to any matter related to
         Executive's employment with the Company or the termination thereof, or
         any claimed entitlement to additional compensation or to any bonus or
         stock option award, or the Severance Agreement or any prior agreements
         between the Company and the Executive. Notwithstanding anything else to
         the contrary herein, the Executive does not release or discharge the
         Company from its obligations under this Agreement or for any right
         Executive may have to indemnity or defense by or on behalf of the
         Company to which Executive is or may be entitled as of the date hereof
         or, if later, as of the Termination Date under the Company's Articles
         of Incorporation, Code of Regulations, the Executive's Indemnification
         Agreement with the Company or any state or Federal law or


<PAGE>   2


         applicable policy of insurance, as a result of any acts or omissions of
         executive in his role as an employee or agent of the Company. Such
         Indemnity shall not apply to any action brought under this Agreement.

      Also subject to the Company's performance of all of its obligations under
      paragraph 2. of this Agreement, Executive's covenants and releases, as set
      forth in this Agreement, include a waiver of any and all rights or
      remedies which he ever had, may now have or may hereafter have against the
      Company, in tort or in contract, or under any present or future federal,
      state or local statute or law, including, but not limited to, Ohio's Laws
      Against Discrimination, O.R.C. Chapter 4112; Title VII of the 1964 Civil
      Rights Act, 42 U.S.C.ss.2000e, et seq.; the 1967 Age Discrimination in
      Employment Act, 29 U.S.C.ss.621, et seq.; the 1866 Civil Rights Act, 42
      U.S.C.ss.1981; the Civil Rights Act of 1991, PL. 102-166; the Americans
      with Disabilities Act, 42 U.S.C.ss.12101, et seq.; the Fair Labor
      Standards Act of 1938, 29 U.S.C.ss.201, et seq.; the Equal Pay Act, 29
      U.S.C.ss.206(d); the Family and Medical Leave Act of 1993, 29
      U.S.C.ss.2601, et seq.; the Occupational Safety and Health Act of 1970,29
      U.S.C.ss.553, et seq.; the Employee Retirement Income Security Act of
      1974, 29 U.S.C.ss.1001, et seq.; the Consolidated Omnibus Budget
      Reconciliation Act of 1986, 29 U.S.C.ss.1161, et seq.; Ohio's Workers'
      Compensation Law; and any statutory amendments.

      Executive intends that this Agreement shall bar each and every claim,
      demand and cause of action herein specified, whether known or unknown to
      Executive at the time of execution of this Agreement. As a result,
      Executive acknowledges that he might, in the future, discover claims or
      facts in addition to or different from those which he now knows or
      believes to exist with respect to the subject matters of this Agreement
      and which, if known or suspected at the time of executing this Agreement,
      may have materially affected this settlement. Nevertheless, subject to the
      Company's performance of all of its obligations under paragraph 2. of this
      Agreement, Executive hereby waives any right, claim, or cause of action
      that might arise as a result of such different or additional claims or
      facts.

      (b). The Company and its stockholders, agents, affiliates, parent
      corporation(s), subsidiaries, successors, and assigns, and anyone acting
      on its joint or several behalf hereby releases, waives, forever
      discharges, and covenants never to sue Executive, his agents, attorneys,
      heirs, administrators, executors, and assigns, and anyone acting or
      claiming on his joint or several behalf, from any and all claims, causes
      or action, demands, damages, costs, expenses, liabilities, or other losses
      that in any way arise from, grow out of, or are related to events or
      circumstances that occurred prior to the date hereof, or the Termination
      Date, if later, including but not limited to any matter related to
      Executive's employment with the Company or the termination thereof or the
      Severance Agreement.

2.    FINANCIAL CONSIDERATION. The Company shall provide to Executive as
         severance pay the sum of $660,000, payable as follows:

         (a).     an amount equal to $330,000, shall be paid in immediately
                  available funds, on June 15, 2001 following execution and
                  delivery of this Agreement; and (b). an aggregate amount equal
                  to $330,000, shall be paid in equal amounts: $165,000 on
                  January 1, 2002, and $165,000 on June 30, 2002.




                                       2
<PAGE>   3


      The Company shall cause such payments to be made net of such minimum
      withholding taxes as may be necessary under applicable law or governmental
      regulation to reflect Executive's obligation for the payment of such
      Federal, state and local taxes as may apply to such payments and shall
      consult in good faith with Executive in connection with the nature and
      amount of such withholdings.

3.    OTHER CONSIDERATION. The Company will continue Executive's participation
         in the Company's health and dental insurance plans through December 31,
         2001 unless the executive is reemployed prior to December 31, 2001 and
         is eligible for similar benefits through his existing employment in
         which case the Company will immediately discontinue the Executive's
         participation in its health and dental plans. Executive agrees that, on
         his Termination Date, he will return to the Company his Company car and
         all Company personal computers, credit cards, keys, customer lists and
         records, policy and procedure manuals, price lists, business contracts
         and other documents and information belonging to the Company

4.    COBRA. In the event that Executive exercises his COBRA right to continue
         coverage under the Company's group health insurance policy, the
         Executive agrees to pay the premiums for such coverage in accordance
         with the COBRA statute and the Company's policy. Executive's coverage
         under any other Company insurance policy, including but not limited to
         disability, travel and life insurance plans, shall terminate as of the
         Termination Date , and Executive may have the right to convert such
         coverage to his own individual plan if provided for under, and in
         accordance with, the terms of such plans.

5.    COMPANY STOCK AND INVESTMENT IN PENTAGON. All Executive's stock options
         shall become vested effective upon the Termination Date, and shall be
         exercisable on or before February 8, 2004 as non-qualified options. The
         Executive agrees to sell his stock to the Company in the event of a
         transaction which constitutes a "Rule 13e-3 transaction" (as defined in
         Rule 13e-3(a)(3) promulgated under the Securities Exchange Act of 1934,
         as amended (the "Exchange Act")) (the "Privatization Transaction") or
         any successor or related transaction that is required to consummate or
         made necessary to the consummation of a "Rule 13e-3 transaction." (b)
         The Executive agrees to serve as the Company's representative on the
         Board of Directors of Pentagon Technologies, Group, Inc. ("Pentagon").
         The Executive will serve as the Company's representative on the Board
         of Directors of Pentagon at the discretion of the Board of Directors of
         the Company. In addition, the Executive will receive up to 2% of the
         Net Proceeds (as hereafter defined) realized by the Company should the
         Company sell its interest in Pentagon during the period commencing June
         16, 2001 and ending on June 15, 2005. "Net Proceeds" shall mean the
         proceeds derived by the Company from the sale of the Company's interest
         in Pentagon minus the Company's investment in Pentagon (defined as the
         carrying value on the Company's balance sheet at the time of the sale),
         minus any sale expenses incurred by the Company in connection with such
         sale, and minus a charge for taxes at a fixed rate of 40%. The
         aggregate proceeds, if any, which the Executive is eligible to receive
         from the exercise of stock options noted in (a) above and the
         Executive's participation in the Net Proceeds derived from the sale of
         the Company's interest in Pentagon noted in (b) above, can not exceed
         $1,000,000.



                                       3
<PAGE>   4


The services rendered by Executive as the Company's representative on the Board
of Directors of Pentagon are not considered consulting services pursuant to the
Consulting Agreement attached hereto as Exhibit A.

6.    CONSULTING ARRANGEMENT. Upon execution and delivery of this Agreement,
         Executive and the Company shall enter into the Consulting Agreement
         attached hereto as Exhibit A.

7.    COOPERATION WITH COMPANY. Executive agrees that he will not, directly or
         indirectly, and without the Company's prior written consent,
         voluntarily provide information, documents or testimony to any
         governmental agency, entity or person (except to his counsel and
         immediate family): (a) regarding Executive's employment with, or
         termination of employment from, the Company (except in connection with
         Executive's application for employment with another employer, or
         Executive's application for any insurance, retirement, disability or
         unemployment benefits); (b) regarding any other person's employment
         with, or termination of employment from, the Company; or (c) regarding
         any information or documents concerning the Company except in his
         capacity as a consultant to the Company under the Consulting Agreements
         described in paragraph 6. above. In the event that a subpoena or other
         lawful process is properly served upon Executive requiring production
         or disclosure of information or documents concerning the foregoing
         matters, Executive shall promptly notify the Company's CEO, in writing,
         and provide it with copies of any subpoena or other process served upon
         him. Executive shall thereafter make such documents available to the
         Company for inspection and copying at a reasonable time and place
         agreed to by the parties prior to their production. In the event that
         the subpoena or other process requires testimony or statements from
         Executive, Executive agrees to meet, telephonically or in person, with
         attorneys or agents designated by the Company, at a time and place
         agreed to by the parties and prior to the testimony, for the purpose of
         discussing such testimony. In the event that the Company requires any
         information or testimony from Executive in connection with any claim
         made against the Company, or any claim made by the Company against
         persons or entities not party to this Agreement, Executive agrees to
         cooperate fully with the Company, including but not limited to: (a)
         appearing at any trial, hearing, deposition or arbitration; (b) meeting
         telephonically or in person with attorneys or agents designated by the
         Company, at a time and place agreed to by the parties and prior to the
         testimony, for the purpose of discussing such testimony and any other
         matters relating to the claim; and (c) providing the Company with any
         documentation in Executive's custody or control. The Company agrees to
         pay Executive for any reasonable travel, telephone, photocopy and other
         out-of-pocket expenses incurred as a result of any requests made of him
         by the Company under this Paragraph 7. The provisions of this Paragraph
         shall not apply to any action brought under this Agreement. Nothing
         herein shall give the Company the right to control or dictate the
         content of any testimony given by Executive, or any documents produced
         by him, pursuant to subpoena or other lawful process. It is understood
         that Executive shall testify truthfully and shall provide all
         information lawfully required of him.

8.    SEVERANCE OF EMPLOYMENT. (a) Pursuant to this Agreement, Executive agrees
         to resign his employment with the Company, and recognizes that his
         employment relationship with the Company will be terminated, effective
         as of the Termination Date. Effective as of the


                                       4
<PAGE>   5


         Termination Date, Executive hereby resigns from all positions he holds
         as director or officer of the Company and its subsidiaries; (b)
         Executive will not be entitled to receive any bonus or stock option
         award for fiscal year 2001, but, until the Termination Date, Executive
         shall be entitled to receive all other compensation and other benefits
         currently payable to Executive in connection with his employment at the
         Company, and Executive shall continue to perform the duties of his
         employment in the normal course and (c) Following the Termination Date,
         the Company agrees to forward all personal mail or other personal items
         delivered to Executive at the Company's offices to Executive at the
         address provided by Executive.

9.    REEMPLOYMENT OR FUTURE ASSOCIATION. Should Executive seek reinstatement or
         apply for future employment with the Company or its affiliates neither
         the Company nor its affiliates shall incur any liability by virtue of
         its refusal to hire him or consider him for employment.

10.   NONDISPARAGEMENT. The Company and Executive agree that they shall not talk
         about or otherwise communicate to any third parties in a malicious,
         disparaging, or defamatory manner with respect to the other party, and
         specifically regarding Executives prior employment with the Company;
         provided that nothing said under oath in a court proceeding shall be
         deemed to be a breach or default of this Paragraph 10. Any press
         release or other communication with respect to the termination of
         Executive's employment shall be approved by Executive.

11.   COMPETITIVE ACTIVITY. During a period beginning on the Termination Date
         and ending two years following the Termination Date (the "Restricted
         Period"), the Executive shall not, without the prior written consent of
         the Company, which consent shall not be unreasonably withheld, engage
         in any Competitive Activity. "Competitive Activity" means the
         Executive's participation, without the written consent of the Board of
         Directors of the Company, in the management of any business enterprise
         if such enterprise engages in substantial and direct competition with
         the Company and such enterprise's sales of any product or service
         competitive with any product or service of the Company amounted to 10%
         of such enterprise's net sales for its most recently completed fiscal
         year and if the Company's net sales of said product or service amounted
         to 10% of the Company's net sales for its most recently completed
         fiscal year. "Competitive Activity" will not include (i) the mere
         ownership of securities in any such enterprise and the exercise of
         rights appurtenant thereto or (ii) participation in the management of
         any such enterprise other than in connection with the competitive
         operations of such enterprise.

12.   NONSOLICITATION OF EMPLOYEES. During the period commencing June 16, 2001
         and through June 15, 2005, Executive shall not, without the prior
         written consent of the Company, which consent shall not be unreasonably
         withheld, actively solicit any employee of the Company to terminate
         such employees employment with the Company and commence employment with
         an entity that Executive is recruiting on behalf of.


                                       5
<PAGE>   6


13.   OWNERSHIP OF PROPRIETARY INFORMATION. Executive acknowledges that any
         trade secret, invention, improvement, patent, patent application or
         writing, and any program, process, system or novel technique (whether
         or not capable of being trademarked, copyrighted or patented)
         conceived, devised, developed, or otherwise obtained by him during his
         employment by the Company relating to the business of the Company,
         which as of the date of this Agreement is not generally in the public
         domain or is proprietary to the Company, is the property of the Company
         and Executive agrees to execute such instruments of transfer,
         assignment, conveyance or confirmation and such other documents and to
         do all appropriate lawful acts as may be requested by the Company to
         transfer, assign, confirm, and perfect in the Company all legally
         protectable rights in any such trade secret, invention, improvement,
         patent, patent application, writing, program, process, system or novel
         technique.

14.   NO ADMISSION OF LIABILITY. The parties agree that this Agreement is
         entered into solely because of a desire on the part of all concerned to
         amicably resolve all disputes between them, and nothing contained
         herein, and no actions undertaken by the Company with respect to this
         Agreement shall ever be treated as, or claimed or construed to be, an
         admission by the Company of any fault, wrongdoing, liability, injury or
         damages, by it or any of its agents.

15.   ACKNOWLEDGEMENT. The parties acknowledge that they are executing this
         Agreement voluntarily and of their own free will and that they fully
         understand the terms of this Agreement. Further, the parties
         acknowledge that they have had an opportunity to review this Agreement
         fully and to discuss its terms with legal counsel or any other advisor
         of their choice prior to its execution. With receipt of this Agreement,
         Executive acknowledges that he is advised of his right to have at least
         twenty-one (21) days to review and consider this Agreement. Executive
         further acknowledges his right to revoke this Agreement within seven
         (7) days following his execution hereof, by giving written notice
         thereof to the Company. In the event of such revocation, this Agreement
         shall become null and void, and no party hereto shall have any rights
         or obligations under this Agreement.

16.   GOVERNING LAW. This Agreement shall be governed by the laws of the State
         of Ohio. Any action brought by any party hereunder may be instituted
         and maintained only in the appropriate court having jurisdiction over
         Franklin County, Ohio.

17.   SEVERABILITY. If any portion of this Agreement shall be determined by any
         court of competent jurisdiction to be invalid, illegal or otherwise
         unenforceable, and such determination shall become final, the remaining
         provisions shall be enforced so as to give effect to the intentions of
         the parties insofar as possible.

18.   COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which shall be an original, but all of which
         together shall comprise one and the same instrument.


                                       6
<PAGE>   7


19.   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
         the Company and Executive with respect to the termination of
         Executive's employment with the Company and to the consideration
         payable to Executive in connection herewith; and supersedes any prior
         written or oral agreements, understandings, or arrangements between the
         parties regarding any of the items addressed in the Paragraphs above.

IN WITNESS WHEREOF, Executive and a duly authorized representative of the
Company hereby certify that they have read this Agreement in its entirety and
voluntarily executed it in the presence of competent witness, as of the date set
forth under their respective signatures.

                                           MPW INDUSTRIAL SERVICES GROUP, INC.

                                           BY: /s/ Richard R. Kahle
                                              ----------------------------------

                                               VP - CFO
                                           -------------------------------------
                                           Title

                                               6/15/01
                                           -------------------------------------
                                           Date

                                               /s/ Ira Owen Kane
                                           -------------------------------------
                                           Executive

                                               6/15/01
                                           -------------------------------------
                                           Date




                                       7
<PAGE>   8


                             WAIVER OF REVIEW PERIOD

I understand that, under the Older Worker Benefit Protection Act, I have
twenty-one (21) days from my receipt of the Severance Agreement and Release
within which to review that agreement, and that I have the right to have that
agreement reviewed by my attorney. I have fully reviewed the agreement with my
attorney; I am satisfied with its terms; and I have executed the agreement
before the 21 days has expired, so that I can start receiving the benefits of
the agreement as soon as possible.

Therefore, please consider this as my request to waive the 21-day period for
reviewing the agreement. The 7-day period for revoking the agreement should
start from the date that I signed it.

I am requesting the above with full knowledge of my above rights. I have made
this decision on my own, without any coercion or suggestion by the Company, and
in consultation with my attorney.


                                           /s/ Ira Owen Kane
                                           -------------------------------------
                                           Signature


                                           -------------------------------------
                                           Name (printed)

                                               6/15/01
                                           -------------------------------------
                                           Dated


APPROVED:


----------------------------
Attorney


----------------------------
Dated


                                       8

<PAGE>   9




                                                                       EXHIBIT A

                              CONSULTING AGREEMENT



         THIS CONSULTING AGREEMENT (the "Agreement") dated as of June 15, 2001,
by and between MPW Industrial Services Group, Inc. ("MPW"), an Ohio corporation,
and Ira O. Kane, an individual resident of the State of Ohio ("Consultant").

                                    RECITALS

         WHEREAS, MPW desires to retain Consultant as an independent contractor
to provide from time to time certain management and related consulting and
advisory services; and

         WHEREAS, Consultant agrees to act as an independent contractor
providing management and related consulting and advisory services for MPW under
the terms and conditions hereinafter set forth.

         NOW, THEREFORE, BE IT RESOLVED, that in consideration of the mutual
covenants contained herein, the parties hereto agree as follows:


                                   ARTICLE 1

                             CONSULTING ARRANGEMENT

         1.1 NATURE OF CONSULTING SERVICES. Consultant agrees to provide
management and related consulting and advisory services to MPW and its
subsidiaries as reasonably requested by MPW, and agreed to by Consultant, from
time to time ("Consulting Services"). The Consulting Services will be performed
at such times as are reasonably acceptable to Consultant and MPW. Consultant is
in no way prevented or prohibited from providing management or related
consulting or advisory services to other entities, or accepting full-time
employment with any other entity, during the Consulting Term, except for
Competitive Activity, as defined in the Severance Agreement and Release, dated
June 15, 2001, between MPW and Consultant, or as prohibited by applicable
law or professional ethics rules. The Consultant shall for all purposes be
treated as an independent contractor of MPW, and not as an employee, and MPW
shall not be obligated to withhold federal, state or local taxes from the
Consultant's compensation, nor to make any contributions on behalf of the
Consultant under any federal or state law providing for unemployment benefits,
workers' compensation coverage, retirement or disability benefits, or the like.
The Consultant shall assume all responsibility for the payment of all such taxes
as a self-employed individual. Nothing herein shall be construed to make the
Consultant an employee or agent of MPW.

         1.2 TERM OF CONSULTING ARRANGEMENT. Consultant shall provide the
services described in Section 1.1 for a period beginning on June 16, 2001 and
ending on December 31, 2001, (the "Consulting Term"). The consulting arrangement
created hereby may be extended or

<PAGE>   10

shortened for an additional or shorter term, as the case may be, upon mutual
agreement of the parties or as otherwise provided herein.

         1.3 COMPENSATION. As compensation for Consultant's services as set
forth herein, MPW agrees to pay Consultant an hourly fee of $150 per hour,
payable monthly, or such other hourly rates or fee amounts as may mutually be
agreed upon in advance of the performance of any work by Consultant. Consultant
will provide an invoice to MPW within 15 days after the end of each calendar
month and MPW will make payment within 30 days following the date of
Consultant's invoice with respect thereto. The Executive's activities as the
Company's representative on the Board of Directors of Pentagon are not
considered consulting services within the scope of this Agreement. The Company
will not be paying Executive $150 per hour for such services.

         1.4 EXPENSES. MPW shall reimburse Consultant for all reasonable
expenses directly attributable to the work being performed by Consultant,
including but not limited to air travel, lodging, food, telephone, long
distance, mobile telephone, incidental expenses and automobile mileage at $0.30
per mile, provided Consultant maintains and provides MPW with proper expense
records substantiating such expenses consistent with MPW current practices. At
MPW `s discretion, the airline and related airfare may be determined by MPW and
lodging may be required at a location specified by MPW

                                   ARTICLE 2

                     INDEMNIFICATION; LIMITATION OF ACTIONS

         MPW agrees to indemnify, defend and hold harmless Consultant from and
against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or awarded against Consultant in each case arising out of or
in connection with or by reason of any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
whether brought by MPW, any of its subsidiaries or any third party whatsoever,
by reason of the fact that he is or was providing management or related
consulting or advisory services to MPW or otherwise arising out of or in
connection with this Agreement or Consultants relationship with MPW hereunder,
except that the indemnification will not apply to Consultant's acts of gross
negligence or willful misconduct (an "Action") and MPW, for and on its behalf
and all of its subsidiaries, agrees not to bring or assert any such Action
against Consultant in any manner or form whatsoever.

                                   ARTICLE 3

                                 NON-DISCLOSURE

         3.1 NON-DISCLOSURE. The parties recognize MPW's interest in maintaining
the confidential nature of its proprietary and other business and commercial
information. In consideration thereof, Consultant will not without the consent
of MPW, during the Consulting Term, or any time thereafter, directly or
indirectly, publish, disclose or use, or authorize anyone else (other than
counsel of and other advisors with obligations of confidentiality to MPW) to
publish, disclose or use, any secret or confidential matter, or proprietary or
other information

                                      -2-

<PAGE>   11

which belongs to MPW, is not in the public domain and is acquired by Consultant
while providing the Consulting Services, relating to any aspect of the
operations, activities, research, investigations or obligations of MPW.
Notwithstanding the foregoing, the parties acknowledge and agree (a) that in the
course of Consultant's services it will be necessary for Consultant to use and
disclose secret and confidential matters and proprietary and other information
not in the public domain to counsel of and other advisors to MPW with
obligations of confidentiality to MPW and (b) that disclosures made in
accordance with legal requirements or to enforce this Agreement or other
agreements between MPW and Consultant will not violate the foregoing
restriction.

         3.2 OWNERSHIP OF RECORDS. All records, files, data, documents and the
like relating to the operations, activities, research, investigations or
obligations of MPW shall remain the sole property of MPW. Upon termination of
his obligations hereunder, Consultant shall not remove from MPW's premises or
retain any confidential records, files, data, documents and the like, which are
proprietary to MPW, except with the prior written consent of MPW, and all such
materials in Consultant's possession shall be delivered promptly to MPW.

                                   ARTICLE 4

                                   TERMINATION

         The consulting arrangement created hereby may be terminated prior to
the end of the Consulting Term by mutual agreement of the parties, as provided
by Section 1.2 hereof, or by either party upon thirty (30) days' prior written
notice. Upon termination of the consulting arrangement pursuant to this Section,
Consultant shall have no further obligations to MPW, except that the provisions
of Article 3 relating to non-disclosure and ownership of records shall survive
the termination of the agreement, and MPW shall have no further obligations to
the Consultant, except as provided in Article 2, Indemnification; Limitation of
Actions, and to compensate Consultant for services provided and expenses
incurred prior to the date of termination.

                                   ARTICLE 5

                                  MISCELLANEOUS

         5.1 AMENDMENT. This Agreement may be amended only by a writing executed
by the parties hereto.

         5.2 NOTICES. Any notice or other communication required or permitted by
this Agreement shall be in writing and shall be delivered personally or by
overnight courier or certified mail, return receipt requested, addressed as
follows:


         If to MPW:       MPW Industrial Services Group, Inc.
                          9711 Lancaster Road, S.E., P.O. Box 10
                          Hebron, Ohio 43025
                          Facsimile No: (740) 928-1077
                          Attention: Monte R. Black, Chief Executive Officer


                                      -3-

<PAGE>   12



         If to Consultant:
                                    Ira Kane
                                    181 Stanbery Avenue
                                    Columbus, Ohio 43209

or to such other addresses as may be furnished from time to time in writing by
the parties. If personally delivered, such notice shall be effective upon
delivery. If mailed, such notice shall be effective as of the date indicated on
the return receipt whether or not such notice is accepted by the addressee.

         5.3 WAIVER. The failure of any party to insist on performance of any of
the terms or conditions of this Agreement shall not be construed as a waiver or
relinquishment of any rights granted hereunder or of the future performance of
any such term or condition, and the obligations of the parties with respect
thereto shall continue in full force and effect.

         5.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each party hereto, but no right or
obligations of Consultant as such hereunder shall be assignable without the
prior written consent of MPW.

         5.5 GOVERNING LAW. The validity and construction of this Agreement
shall be governed by the laws of the State of Ohio.

         5.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall comprise one and the same instrument.

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


MPW Industrial Services Group, Inc.


By: /s/ Richard R. Kahle                 By:  /s/ Ira Owen Kane
    ----------------------------------        ---------------------------------
                                              Ira O. Kane, Individually

Title:  VP - CFO
        ------------------------------


                                      -4-

</TEXT>
</DOCUMENT>
