Exhibit 10.11

                    SEPARATION AND NON-COMPETITION AGREEMENT


         THIS SEPARATION AND  NON-COMPETITION  AGREEMENT is made as of the first
day of  April,  1997,  by and  between  ENVIRONMENTAL  ELEMENTS  CORPORATION,  a
Delaware  corporation with principal offices at 3700 Koppers Street,  Baltimore,
Maryland 21227  (hereinafter  referred to as "Company")  and F. BRADFORD  SMITH,
(hereinafter referred to as "Mr. Smith").

                                   Background

1.                Mr.  Smith  has  resigned  his  employment  with  the  Company
effective  March 31, 1997, and has further  resigned from the office of Chairman
of the Board of Directors of the Company  effective  March 10, 1997 and from all
other offices of the Company and of its subsidiaries effective March 31, 1997.

2.                The  Company  and  Mr.  Smith  are  desirous  of  reaching  an
agreement concerning the terms of the separation of Mr. Smith from the Company.

         NOW, THEREFORE,  in consideration of the premises and mutual covenants,
understandings, and agreements contained in this Agreement and attached Exhibit,
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged by both parties, it is hereby agreed by and between the
parties as follows:

1.                The Company and Mr. Smith agree to  separation terms regarding
severance  and other  matters in  connection  with Mr.  Smith's  resignation  in
accordance  with Exhibit A  (attached),  which is  incorporated  as part of this
Agreement.

2.                (i) For a term expiring on March 31, 1998, Mr. Smith  will not
engage in,  acquire any interest in, become  employed by, or provide  consulting
services to, or otherwise  participate in, either directly or indirectly,  other
than  through the  ownership of publicly  traded  stock,  any other  business in
competition  with the business of Company.  The  Company's  "business"  shall be
limited to the  businesses  that the Company is in at the time of the signing of
this Agreement.

                  (ii) Mr. Smith will not disclose to any person or other entity
any trade  secrets,  customer or supplier  names,  computer  programs,  cost and
pricing data, product development efforts,  know-how and show-how,  proposal and
contract  management  strategy,  and other  confidential  technical or financial
information  concerning  the  business or affairs of the  Company,  which he has
acquired in the course of or as an incident to his employment by the Company.

3.                This  Agreement  and  the  attached  Exhibit  constitutes  the
entire  understanding of Company and Mr. Smith with respect to the separation of
Mr. Smith from the Company.

<PAGE>

                  IN WITNESS  WHEREOF,  the parties have caused this  Separation
and  Non-Competition  Agreement to be executed on the date indicated  below, and
have heruento set their hand and seals.




ATTEST:                                  ENVIRONMENTAL ELEMENTS
                                         CORPORATION

/s/ John C. Nichols                      By:  /s/ E. H. Verdery
---------------------------------           -----------------------------------
                                            E. H. Verdery
                                            President
WITNESS:


/s/ John C. Nichols                         /s/ F. B. Smith
---------------------------------           -----------------------------------
                                            F. Bradford Smith


<PAGE>


        ENVIRONMENTAL
        ELEMENTS
        C O R P O R A T I O N                                 S I N C E  1 9 4 6
        ------------------------------------------------------------------------
        3700 KOPPERS STREET o BALTIMORE, MARYLAND 21227 o TELEPHONE 410-368-6859


E.H. VERDERY
President and
Chief Executive Officer


February 28, 1997


Mr. F. Bradford Smith
Chairman of the Board
Environmental Elements Corporation
3700 Koppers Street
Baltimore, Maryland 21227



Dear Brad:

Based on discussions with the  Compensation  Committee on February 19, 1997, you
have  decided to resign as an employee of EEC  effective  March 31,  1997.  This
letter sets forth the  agreements  reached  between you and EEC  regarding  your
severance  and other matters in connection  with your  resignation.  You and EEC
acknowledge  that you both  intend  to be bound by the  arrangements  set  forth
below.

In lieu of any other severance arrangements, or company policy or precedent, you
and EEC agree as follows:

            o  Your last day as an employee of EEC will be March 31, 1997;

            o  Beginning  April 1, 1997,  you will receive  severance pay of one
               year's  salary  of  $180,000,  payable  every  two  weeks at your
               current rate of pay.  With the exception of pension  credit,  you
               will receive no other employee benefits after March 31, 1997;

            o  You will be credited  for pension  plan  purposes  with full time
               employment  for calendar year 1997 and your entire  severance pay
               will be included in the pension plan base;

            o  On April 1, 1997 you will be paid for all your accrued but unused
               vacation for calendar year 1997;

            o  EEC will  acquire  the leased car  currently  provided to you and
               will  sell it to you for $1 as soon as  possible.  You will  have
               continued use of the car until that time. All operating  expenses
               will be your responsibility after the sale.

            o  An office will made available for your  nonexclusive use when you
               are in  Baltimore  providing  services to EEC and your  telephone
               will  continue  to be  answered  and  messages  taken  during the
               severance period;


<PAGE>

            o  You will retain the laptop  computer and  software you  currently
               use and we will  maintain  your access to the EEC network as long
               as  you  require  it to  provide  services  to the  company  as a
               Director; and

            o  Effective April 1, 1997, you will become an Outside  Director and
               will receive  compensation set by the Compensation  Committee for
               Outside Directors.



Brad, I believe this covers the substance of the  agreement  between you and EEC
and I would ask that you indicate your acceptance below.



Sincerely,


/s/ E.H. Verdery
----------------
E.H. Verdery



Accepted: /s/ F. Bradford Smith  Date:  3/28/97
          ---------------------         -------
             F.Bradford Smith

cc: Members of the Board of Directors