Exhibit 10.15
                           EMPLOYMENT AGREEMENT

AGREEMENT, dated November 7, 1996, by and between Robert B. Sheh ("Executive")
and Air & Water Technologies Corporation, a Delaware corporation (the
"Company").

WHEREAS, the Company desires to employ Executive and to enter into an
agreement embodying the terms of such employment (the "Agreement"); and

WHEREAS, Executive desires to accept such employment and enter into such an
Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereby agree as follows:

1.    Position.
      (a)   Executive shall serve as the Chief Executive Officer and President
            of the Company and have the general powers and duties of
            supervision and management usually vested in the office of
            Chief Executive Officer of the Company.  In such position,
            Executive shall have such duties and authority as shall be
            determined from time to time by the Board of Directors of the
            Company (the "Board") in its sole discretion.  The Company will
            use its best efforts to cause Executive to be nominated to the
            Board and to serve as Chairman of the Board.  If elected,
            Executive agrees to serve on the Board and its committees and
            as Chairman without additional compensation.  In the
            performance of his duties, Executive shall comply with the
            policies and procedures of the Company (presently in effect or
            as may be reasonably modified or established hereafter) and be
            subject to the direction of the Board.

      (b)   During the term of his employment hereunder, Executive will devote
            all of his business time and best efforts to the performance of
            his duties hereunder and will not engage in any other business,
            profession or occupation for compensation or otherwise which would
            conflict with the rendition of such services, either directly or
            indirectly, without the prior written consent of the Board.
            Notwithstanding any provision of this Agreement to the contrary,
            any breach of the provisions of this Section 1(b) shall permit the
            Company to terminate the employment of Executive for Cause.  The
            Company acknowledges that Executive has advised it that he is
            receiving and will continue to receive certain unspecified
            compensation from his former employer, International Technology
            ("IT") Corporation, pursuant to a severance arrangement and that
            nothing in that severance arrangement precludes Executive from
            being employed by the Company.  Executive acknowledges and agrees
            that in the event IT Corporation ceases to make payments to
            Executive under of said severance arrangement or other agreement
            because of Executive's employment with the Company, the Company
            has no obligation to make him whole or otherwise pay him the
            monies and other benefits IT Corporation promised or otherwise may
            owe him.  The Company acknowledges that Executive presently sits
            on the Board of Trustees of the Harvey Mudd College, the Board of
            Advisors at the Berkeley School of Chemical Engineering, the
            Rensselaer Polytechnic Institute Board of Advisors at the School of
            Civil Engineering, and the Board of Trustees of the Hugh O'Brian
            Youth Foundation.

      (c)   To the best of Executive's knowledge, Executive represents and
            warrants that he is not a party to any agreement, contract, or
            understanding, whether of employment or otherwise, which would in
            any way restrict or prohibit him from undertaking or performing his
            employment and other obligations in accordance with the terms and
            conditions of this Agreement.  Executive further agrees to
            indemnify and hold harmless the Company and its past and present
            officers, directors, employees, agents, owners, stockholders,
            represen-tatives, and attorneys from and against and in respect
            of any and all claims alleging that (a) Executive is so restricted
            or prohibited or (b) the Company has committed a wrongful act in
            negotiating with, and employing the services of, Executive.

2.    Term of Employment.
      The term of Executive's employment under this Agreement shall commence
      on the date hereof and shall continue thereafter unless and until
      terminated as provided in Section 9 of this Agreement (the "Employment
      Term").

3.    Compensation.
      The Company shall pay Executive an annual gross base salary (the "Base
      Salary") at the annual initial rate of Four Hundred Thousand Dollars
      ($400,000), payable in bi-weekly installments in accordance with the
      Company's usual payment practices.  The Executive shall be entitled to
      such increases in his Base Salary as may be determined from time to time
      in the sole discretion of the Board.  At such times and in such manner
      as is acceptable to the Company, Executive may elect to defer receipt of
      up to fifteen percent (15%) of his Base Salary to future fiscal years.
      The parties agree to execute such additional documents as may be
      necessary to implement this deferral arrangement in accordance with the
      U.S. Internal Revenue Code and regulations promulgated thereunder.

4.    Bonus and Stock Options
      (a)   With respect to each fiscal year during the Employment Term,
            Executive shall be eligible to receive, in addition to his Base
            Salary, a bonus for services rendered during such fiscal year,
            which Bonus shall be determined by the Board in its sole
            discretion.  In each fiscal year, Executive may be paid a bonus of
            up to sixty percent (60%) of Executive's Base Salary in such
            fiscal year, which bonus shall be paid in cash.  However, for his
            first fiscal year of service during the Employment Term, Executive
            shall be paid a bonus of not less than  twenty-five percent (25%)
            of his Base Salary for such fiscal year, which bonus will be paid
            in cash.  At such times and in such manner as is acceptable to the
            Company, Executive may elect to defer receipt of all or part of
            his bonus, if any, in a particular fiscal year to future fiscal
            years.  The parties agree to execute such additional documents as
            may be necessary to implement this deferral arrangement in
            accordance with the U.S. Internal Revenue Code and regulations
            promulgated thereunder.


            (b)(i)   Upon commencing employment with the Company, and subject
                     to the approval of the Compensation and Stock Option
                     Committee of the Board ("Committee"), Executive will be
                     awarded options to purchase fifty thousand (50,000)
                     shares of the Company's Class A Common Stock ("Common
                     Stock"), which options will be fully vested upon award by
                     the Committee and will have an exercise price based on
                     the per share fair market value of the Common Stock on
                     the date the Committee approves the award.  At the
                     beginning of the second, third, fourth, and fifth fiscal
                     years of the Employment Term, if Executive is still
                     employed by the Company under the terms of this
                     Agreement, and subject to the approval of the Committee
                     in each such fiscal year, Executive will be awarded in
                     each such fiscal year options to purchase fifty thousand
                     (50,000) shares of Common Stock, which options will vest
                     in accordance with the following schedule as long as
                     Executive is still employed by the Company on the vesting
                     date:

                     (A)  twenty-five percent (25%) one (1) year after the
                          date of the award by the Committee;


                     (B)  twenty-five percent (25%) two (2) years after the
                          date of the award by the Committee;

                     (C)  twenty-five percent (25%) three (3) years after the
                          date of the award by the Committee; and

                     (D)  twenty-five percent (25%) four (4) years after the
                          date of the award by the Committee,

                     and which options will have an exercise price based on
                     the per share fair market value of the Common Stock on
                     the date in the fiscal year in which the Committee
                     approves the award.  With respect to the stock options to
                     be awarded at the beginning of the second, third, fourth,
                     and fifth fiscal years of the Employment Term, and
                     subject to the approval of the Committee, the quantity of
                     stock options to be awarded and their exercise prices
                     will be adjusted in the event of and to reflect the
                     impact of any major recapitalization of the Company.

            (ii)     Nothing in Section 4(b)(i) precludes the Committee, in
                     its sole discretion, from awarding Executive stock
                     options in addition to those stock options enumerated in
                     Section 4(b)(i).


            (iii)    All stock options awarded to Executive under Section
                     4(b)(i) and (ii) are subject to the terms of the
                     Company's stock option plan pursuant to which the stock
                     options are awarded.

5.    Relocation Expenses
      Upon presentation by Executive of documentation supporting such
      expenses, the Company agrees to reimburse Executive or pay on his behalf
      up to the total gross amount of One Hundred Thousand Dollars
      ($100,000.00) to defray the actual reasonable costs of Executive's
      moving expenses to relocate his residence from California to the greater
      New York metropolitan area ("NY area").  Such moving expenses shall
      include temporary living costs in the NY area, costs associated with the
      purchase of a new home in the NY area, and costs associated with the
      sale of Executive's present home in California.  Executive will be
      reimbursed by the Company for any taxes payable by him on the monies
      paid to him or on his behalf pursuant to this Section 5 but only to the
      extent that the sum of the monies paid to him or on his behalf for
      moving expenses and the tax reimbursement does not exceed the aforesaid
      total gross amount of $100,000.

6.    Vacation
      Executive shall be entitled to four (4) weeks vacation in each calendar
      year, which amount will be prorated in those calendar years in which he
      is employed by the Company for only part of the calendar year.



7.    Employee Benefits.
      Executive shall be provided employee benefits (including fringe
      benefits, pension and profit sharing plan participation and life,
      health, accident and disability insurance) (collectively "Employee
      Benefits") on the same basis as those benefits are generally made
      available to senior executives of the Company.  In addition, to the
      extent not otherwise provided for in this Agreement, Executive shall be
      entitled to participate in all plans providing benefits to the senior
      executives including incentive compensation, stock option, stock
      appreciation, stock bonus and other compensable plans extended by the
      Company from time to time to senior corporate officers.

8.    Business Expenses and Perquisites
      (a)   Reasonable travel, entertainment and other business expenses
            incurred by Executive in the performance of his duties hereunder
            shall be reimbursed by the Company in accordance with Company
            policies.

      (b)   The Company shall provide to Executive during the term of this
            Agreement the use of an automobile for which the Company shall
            assume the cost of insurance, taxes, maintenance and business
            related operating expenses upon presentation by Executive of
            documentation supporting such expenses.  Executive shall bear the
            costs of personal use of the vehicle and such use shall be
            governed by the U.S. Tax Code provisions regulating business and
            personal use of a Company car.

9.    Termination of Employment
      (a)   For Cause by the Company.  Executive's employment hereunder may be
            terminated by the Company for "Cause" at any time during the
            Employment Term.  For purposes of this Agreement, "Cause" shall
            mean (i) Executive's willful and continued failure substantially
            to perform his duties hereunder (other than as a result of total or
            partial incapacity due to physical or mental illness), (ii)
            dishonesty or breach of trust in the performance of Executive's
            duties hereunder which is materially injurious to the financial
            condition or business reputation of the Company or any of its
            subsidiaries or affiliates, (iii) any act or omission on
            Executive's part constituting a felony under the laws of the United
            States or any state thereof that has an adverse impact on
            Executive's character, suitability, or fitness to remain as the
            Chief Executive Officer of the Company, or (iv) any other willful
            act or omission which is materially injurious to the financial
            condition or business reputation of the Company or any of its
            subsidiaries or affiliates.  For purposes of this Section 9(a), no
            act or failure to act on the part of Executive shall be deemed
            "willful" unless done, or omitted to be done, by Executive not in
            good faith and without reasonable belief that the act or omission
            of Executive was in, or not opposed to, the best interest of the
            Company.  If Executive is terminated by the Company for Cause, he
            shall be entitled only to receive his Base Salary through the date
            of termination.  All other benefits due Executive following
            Executive's termination of employment pursuant to this Section 9(a)
            shall be determined in accordance with the plans, policies and
            practices of the Company.

      (b)   Disability or Death. Executive's employment hereunder shall
            terminate upon his death and if Executive becomes physically or
            mentally incapacitated and is therefore unable for a period of two
            (2) consecutive months or for an aggregate of three (3) months in
            any twelve (12) consecutive month period to perform his duties
            (such incapacity is hereinafter referred to as "Disability").  Any
            question as to the existence of the Disability of Executive as to
            which Executive and the Company cannot agree shall be determined
            in writing by a qualified independent physician mutually
            acceptable to Executive and the Company.  If Executive and the
            Company cannot agree as to a qualified independent physician, each
            shall appoint such a physician and those two physicians shall
            select a third who shall make such determination in writing.  The
            determination of Disability made in writing to the Company and
            Executive shall be final and conclusive for all purposes of the
            Agreement.  Upon termination of Executive's employment hereunder
            for either Disability or death, Executive or his estate (as the
            case may be) shall continue to receive the payment to which
            Executive is entitled pursuant to Section 3 hereof (hereinafter
            the "Contract Payments") for a period of twelve (12) months from
            the date of termination for either Disability or death.  All other
            benefits due Executive following Executive's termination for
            either Disability or death shall be determined in accordance with
            the plans, policies and practices of the Company.

      (c)   Without Cause by the Company.  Executive's employment hereunder
            may be terminated by the Company without Cause (other than by
            reason of Disability or death) at any time during the Employment
            Term.  If Executive is terminated by the Company without Cause
            (other than by reason of Disability or death), Executive shall
            continue to receive the Contract Payments for a period of two (2)
            years from the date of Executive's termination pursuant to this
            Section 9(c).  All other benefits due Executive following
            Executive's termination of employment by the Company without Cause
            (other than by reason of Disability or death) shall be determined
            in accordance with the plans, policies and practices of the
            Company, except that Executive shall not be entitled to any
            separation or severance pay under any such plans, policies and
            practices.


      (d)   Termination by Executive.
            (i)   If Executive terminates his employment with the Company for
                  any reason (other than the reason set forth in Section
                  9(d)(ii)), Executive shall be entitled to the same payment
                  he would have received if his employment had been terminated
                  by the Company for Cause.

            (ii)  If, within thirty (30) days after a "Change of Control",
                  Executive terminates his employment with the Company because
                  of the "Change of Control", Executive shall be entitled to
                  the same payments he would have received if his employment
                  had been terminated by the Company without Cause.  For
                  purposes of this Agreement, "Change of Control" shall mean
                  that (A) Compagnie Generale des Eaux ("CGE") ceases to own
                  at least thirty percent (30%) of the voting power of the
                  Company's then outstanding securities entitled generally to
                  vote for the election of the members of the Board of
                  Directors of the Company or (B) another company or
                  partnership (other than CGE or one of CGE's affiliated
                  companies) becomes the largest holder of the voting power of
                  the Company's then outstanding securities entitled generally
                  to vote for the election of the members of the Board of
                  Directors of the Company.  In determining whether CGE ceases
                  to own at least thirty percent (30%) of the voting power or
                  whether another company or partnership has become the
                  largest holder of the voting power, the voting power
                  ownership interests of CGE's affiliated companies (including
                  subsidiaries (whether wholly or partially owned or whether
                  directly or indirectly owned), partnerships, and joint
                  ventures) in the Company shall be aggregated with CGE's
                  direct voting power ownership interest in the Company.

      (e)   Notice of Termination. Any purported termination of employment by
            the Company or by Executive shall be communicated by written
            Notice of Termination to the other party hereto in accordance with
            Section 14(g) hereof.  For purposes of this Agreement, a "Notice of
            Termination" shall mean a notice which shall indicate the specific
            termination provision in this Agreement relied upon and shall set
            forth in reasonable detail the facts and circumstances claimed to
            provide a basis for termination of employment under the provision
            so indicated.  Executive shall give the Company at least fifteen
            (15) days advance written notice of his intention to terminate his
            employment (under Section 9(d)) and no such termination shall be
            effective unless that notice has been given.  In the event
            Executive gives notice of his intention to terminate his
            employment, the Company is entitled to accelerate his termination
            to an earlier date and such termination shall still be deemed a
            termination by Executive governed by Section 9(d).

      (f)   During the period of continued payment provided in Section 9(b)
            and (c) hereof, Executive will be available, without additional
            compensation and consistent with other responsibilities that he
            may then have as an officer or employee of another company, to
            answer questions and provide advice to the Company.  Executive
            shall not be required to mitigate the amount of any Contract
            Payment provided for in Section 9(b) and (c) by seeking other
            employment or otherwise, and no such employment, if obtained, or
            compensation payable in connection therewith, shall reduce any
            amounts to which Executive is entitled under Section 9(b) and (c).

10.   Non-Competition.
      (a)   Executive acknowledges and recognizes the highly competitive
            nature of the businesses of the Company and its subsidiaries and
            affiliates and accordingly agrees that for a two (2) year period
            following the termination of his employment under this Agreement
            Executive will not, anywhere in the United States of America,
            directly or indirectly own, manage, become an employee or officer
            of, operate, join, control, participate in, invest in (except for
            passive investments of not more than one percent (1%) of the
            outstanding shares of, or any other equity interest in, any
            company or entity listed or traded on a national securities
            exchange or in an over-the-counter securities market), consult
            with, or otherwise be connected in any manner with, whether as an
            investor or otherwise, any "Pollution Control Companies".  For
            purposes of this Section 10, "Pollution Control Companies" means
            and includes (i) any firm, company, or person which derives
            twenty-five percent (25%) or more of its gross revenues before
            taxes from the business of consultant engineers for the water
            and/or wastewater treatment industry (private or public sector),
            (ii) any firm, company, or person which is engaged in the business
            of contract operation of water and/or wastewater systems, and/or
            (iii) any investor-owned water utility.

            Notwithstanding the foregoing, in the event of termination of this
            Agreement without cause by the Company pursuant to Section 9(c)
            hereof, "Pollution Control Companies" shall mean and include (i)
            the following companies and their respective subsidiaries and
            affiliates:  Montgomery Watson, CH2M Hill, Camp Dresser McKee,
            Black & Veatch, Malcolm Pirnie, and Hazen & Sawyer, (ii) any firm,
            company, or person which is engaged in the business of contract
            operation of water and/or wastewater systems, and/or (iii) any
            investor-owned water utility.

            Notwithstanding any provision of this Agreement to the contrary,
            from and after any breach by Executive of the provisions of this
            Section 10(a), the Company shall cease to have any obligations to
            make payments to Executive under this Agreement.

      (b)   Executive will not directly or indirectly induce any employee of
            the Company or any of its subsidiaries or affiliates to engage in
            any activity in which Executive is prohibited from engaging by
            Section 10(a) above or to terminate his employment with the
            Company or any of its subsidiaries or affiliates, and will not
            directly or indirectly employ or offer employment to any person who
            was employed by the Company or any of its subsidiaries or
            affiliates unless such person shall have ceased to be employed by
            the Company or any of its subsidiaries or affiliates for a period
            of at least twelve (12) months.

      (c)   It is expressly understood and agreed that although Executive and
            the Company consider the restrictions contained in this Section 10
            to be reasonable, if a final judicial determination is made by a
            court of competent jurisdiction that the time or territory or any
            other restriction contained in this Agreement is an unenforceable
            restriction against Executive, the provisions of this Agreement
            shall not be rendered void but shall be deemed amended to apply as
            to such maximum time and territory and to such maximum extent as
            such court may judicially determine or indicate to be enforceable.
            Alternatively, if any court of competent jurisdiction finds that
            any restriction contained in this Agreement is unenforceable, and
            such restriction cannot be amended so as to make it enforceable,
            such finding shall not affect the enforceability of any of the
            other restrictions contained herein.

11.   Confidentiality.
      Executive will not at any time (whether during or after his employment
      with the Company) disclose or use for his own benefit or purposes or the
      benefit or purposes of any other person, firm, partnership, joint
      venture, association, corporation, or other business organization,
      entity or enterprise, other than the Company and any of its subsidiaries
      or affiliates, any trade secrets, information, data, or other
      confidential information relating to customers, development programs,
      costs, marketing, trading, investment, sales activities, promotion,
      credit and financial data, manufacturing processes, financing methods,
      plans, or the business and affairs of the Company generally, or of any
      subsidiary or affiliate of the Company, provided, that the foregoing
      shall not apply to information which is not unique to the Company, or
      which is generally known to the industry or the public other than as a
      result of Executive's breach of this covenant.  Executive agrees that
      upon termination of his employment with the Company for any reason, he
      will return to the Company immediately all memoranda, books, papers,
      plans, information, letters and other data, and all copies thereof or
      therefrom, in any way relating to the business of the Company and its
      subsidiaries and affiliates, except that he may retain personal notes,
      notebooks and diaries.  Executive further agrees that he will not retain
      or use for his account at any time any trade name, trademark or other
      proprietary business designation used or owned in connection with the
      business of the Company or its subsidiaries and affiliates.

12.   Specific Performance.  Executive acknowledges and agrees that the
      Company's remedies at law for a breach or threatened breach of any of
      the provisions of Section 1(b), Section 10 or Section 11 would be
      inadequate and, in recognition of this fact, Executive agrees that, in
      the event of such a breach or threatened breach, in addition to any
      remedies at law, the Company, without posting any bond, shall be
      entitled to obtain equitable relief in the form of specific performance,
      temporary restraining order, temporary or permanent injunction or any
      other equitable remedy which may then be available.

13.   Arbitration
      (a)   Except as provided in Section 13(b) immediately below, any and all
            claims arising out of or relating to (i) this Agreement, (ii) any
            breach of any provision of this Agreement, (iii) Executive's
            employment at any time with the Company, and/or (iv) the
            termination of Executive's employment with the Company shall be
            settled by arbitration.  Such arbitration proceeding shall be
            conducted pursuant to the Employment Dispute Resolution Rules of
            the American Arbitration Association ("AAA") then in effect, by a
            single arbitrator and shall be held in Somerset County, New
            Jersey.  The cost of the arbitration proceeding and the reasonable
            costs and attorneys' fees of the prevailing party shall be paid by
            the non-prevailing party, with the dollar amount of these costs
            and fees to be fixed by the arbitrator.  The judgment upon the
            award rendered by the arbitrator may be entered in any court
            having competent jurisdiction thereof.

      (b)   Nothing in Section 13(a) immediately above shall be construed or
            interpreted to preclude the Company from filing suit in a court of
            competent jurisdiction in order to enforce its rights and remedies
            under Sections 1(b), 10, 11 and/or 12 of this Agreement.  In any
            such suit, the court is empowered to and shall resolve any dispute
            as to whether the claims asserted by the Company are within the
            scope of Sections 1(b), 10, 11 and/or 12 of this Agreement, and
            the court shall not refer such dispute to arbitration under
            Section 13(a) immediately above.

      (c)   With respect to the claims of Executive that are within the scope
            of Section 13(a) above, if Executive has the same, similar, or
            related claims against any of the Company's employee benefit
            plans, trusts, committees, or boards or against any past or
            present officers, directors, employees, agents, owners,
            stockholders, trustees, fiduciaries, administrators, sponsors,
            representatives, or attorneys of the Company, its subsidiaries, or
            its affiliates or the Company's employee benefit plans, trusts,
            committees, or boards (collectively referred to as the "Other
            Defendants"), and if Executive seeks to litigate such claims
            against the Other Defendants in a civil action or any other
            proceeding (including before an administrative agency), Executive
            agrees that any or all of said Other Defendants may compel
            Executive to arbitrate his claims against them pursuant to the
            terms of this Section 13.

      (d)   The arbitrator selected by the parties pursuant to the AAA rules
            shall have expertise in private industry employee relations and
            shall hear and determine the case promptly.  The burden of
            persuasion shall at all times be upon the party seeking relief.


14.   Miscellaneous.
      (a)   Governing Law.  This Agreement shall be governed by and construed
            in accordance with the laws of the State of New Jersey.

      (b)   Entire Agreement/Amendments.  This Agreement contains the entire
            understanding of the parties with respect to the employment of
            Executive by the Company and fully supersedes any and all prior
            restrictions, agreements, statements, representations, promises,
            inducements, warranties, covenants or understandings, written or
            oral, between Executive and the Company with respect to the
            subject matter herein.  There are no restrictions, agreements,
            statements, representations, promises, inducements, warranties,
            covenants or undertakings between the parties with respect to the
            subject matter herein other than those expressly set forth herein.
            This Agreement may not be altered, modified, or amended except by
            written instrument signed by the parties hereto.

      (c)   No Waiver.  The failure of a party to insist upon strict adherence
            to any term of this Agreement on any occasion shall not be
            considered a waiver of such party's rights or deprive such party
            of the right thereafter to insist upon strict adherence to that
            term or any other term of this Agreement.

      (d)   Severability.  In the event that any one or more of the provisions
            of this Agreement shall be or become invalid, illegal or
            unenforceable in any respect, the validity, legality and
            enforceability of the remaining provisions of this Agreement shall
            not be affected thereby.

      (e)   Assignment.  This Agreement shall not be assignable by Executive
            and shall be assignable by the Company only with the consent of
            Executive.

      (f)   Successors, Binding Agreement.  This Agreement shall inure to the
            benefit of and be binding upon personal or legal representatives,
            executors, administrators, successors, heirs, distributees,
            devisees and legatees of the parties hereto.  This Agreement shall
            also inure to the benefit of the Other Defendants and their
            respective heirs, executors, administrators, successors, assigns,
            and legal representatives.

      (g)   Notice.  For the purpose of this Agreement notices and all other
            communications provided for in the Agreement shall be in writing
            and shall be deemed to have been duly given when telecopied,
            delivered, or mailed by United States registered mail, return
            receipt requested, postage prepaid addressed to the respective
            addresses set forth on the execution page of this Agreement,
            provided that all notices to the Company shall be directed to the
            attention of the Board with a copy to the Secretary of the
            Company, or to such other address as either party may have
            furnished to the other in writing in accordance herewith except
            that notice of change of address shall be effective only upon
            receipt.  Notice by telecopier will be effective only if and when
            receipt is confirmed by the sender by telephoning and speaking
            directly with the intended recipient or, in the absence of the
            intended recipient, in the case of the Company, the regular
            secretary of the intended recipient, and in the case of Executive,
            a member of his family at his residence.

      (h)   Withholding Taxes.  The Company may withhold from any amounts
            payable under this Agreement such Federal, state and local taxes
            as may be required to be withheld pursuant to any applicable law
            or regulation.

      (i)   Counterparts.  This Agreement may be signed in counterparts, each
            of which shall be an original, with the same effect as if the
            signatures thereto and hereto were upon the same instrument.


      (j)   Headings.  The section headings contained in this Agreement are
            for reference purposes only and shall not affect in any way the
            meaning or interpretations of this Agreement.



IN WITNESS WHEREOF, the parties hereto set their hands as of the day and year
first above written.

                           AIR & WATER TECHNOLOGIES CORPORATION
                           P.O. Box 1500
                           Somerville, New Jersey 08876



                           By _________________________________






                           ROBERT B. SHEH
                           1400 Pasco del Mar
                           Palos Verdes Estates, California 90274



                           _______________________________________