Mr. Soucy had an employment agreement with MTI Micro that provided 
1) a base salary of $300,000; 
2) a performance-based bonus as determined by his supervisor and the Board of Directors where he could earn a performance-based bonus of up to $100,000 in 2005 and he was paid a cash bonus of $50,000 on May 6, 2005; and 
3) an agreement that he will receive 100% of his base salary for 6 months, subject to reduction for any amounts earned in other employment, if he is terminated without cause.

Effective September 2, 2005, Mr. Soucy, will become a consultant to MTI. The consulting agreement is for a period of eighteen months with fees of $14,720 per month. Under the terms of the consulting agreement he may earn a success fee if he achieves certain goals specified in his agreement.

Mr. Soucy will receive no severance as a result of his resignation.