EMPLOYMENT AGREEMENT



This Employment Agreement (this "Agreement") is made and entered into as of
the 15th day of October, 1995, between MICHAEL M. STUMP (the "Executive") and
PROFESSIONAL SERVICES GROUP, INC., a Minnesota corporation (the "Company").

WHEREAS, the Company desires the benefit of Executive's knowledge and
experience and to reward Executive for his past loyal and competent
performance, to retain his services as a valued key employee, to encourage
future performance and to employ Executive full time as President and Chief
Executive Officer of the Company, for a term of five (5) years; and

WHEREAS, Executive desires to continue his employment and to be employed for
the term set forth in the preceding recital;

NOW, THEREFORE, the parties hereto, each intending to be legally bound hereby,
agree as follows:

1.  Employment.  The Company shall retain Executive in its employ, and
    Executive shall serve in the employ of the Company, for the period stated
    in Section 3 hereof and upon the other terms and conditions set forth
    herein.

2.  Position and Responsibilities.  The Company shall employ Executive and
    Executive shall serve the Company hereunder as the President and Chief
    Executive Officer, and as a member of its Board of Directors, for the Term
    (as defined in Section 3 hereof) and on the conditions hereinafter set
    forth.  Executive agrees to perform such services, not inconsistent with
    such position, as shall be assigned to him by the Company's Board of
    Directors and by the Chief Executive Officer of Air & Water Technologies
    Corporation ("AWT").  The Company shall not appoint Executive as an
    officer of AWT or any of its subsidiaries, other than PSG, without the
    prior written consent of Executive.

3.  Term of Employment.  Subject to Section 14, the period of Executive's
    employment under this Agreement shall commence on November 1, 1995 and
    shall continue for five (5) years (such period being referred to as the
    "Initial Term"); provided, however, that unless written notice to the
    contrary is given by either party to the other not less than 120 days
    prior to the expiration date of the Initial Term or any renewal term, this
    Agreement shall be automatically extended for successive one-year renewal
    terms (the Initial Term, as so extended from time to time, is herein
    referred to as the "Term").

4.  Duties.  Executive agrees to devote all his business time, attention,
    skill and efforts to the business of the Company and the faithful,
    efficient performance of his duties hereunder and shall not engage in any
    other business activity or consulting work; provided, however, that
    subject to the approval of the Board of Directors of the Company,
    Executive may serve, or continue to serve, on the boards of directors of,
    and hold any other offices or positions in, companies or organizations
    which, in the judgment of the Board of Directors of the Company, will not
    present any conflict of interest with the Company or any of its
    subsidiaries or affiliates or materially and adversely affect the
    performance of Executive's duties pursuant to this Agreement.  The
    foregoing shall not preclude Executive from having investments and
    devoting reasonable time to the supervision thereof, subject to Section 12
    of this Agreement.

5.  Compensation.  In consideration of the services to be rendered by
    Executive hereunder in any capacity during the Term, including, without
    limitation, services as an executive, officer, director, or member of any
    committee of the Company or of any subsidiary thereof, Executive shall be
    entitled to the following compensation:

    5.1  Base Salary and Supplemental Bonus.  Executive shall receive a base
	 salary (the "Base Salary") at the rate of $220,000 per annum during
	 the fiscal year beginning November 1, 1995.  Such Base Salary, in
	 each subsequent fiscal year of the Term, will be subject to the
	 following increases:  (i) a percentage increase equal to the
	 percentage increase in the Consumer Price Index for urban wage
	 earners (U.S. cities average) for the preceding calendar year, if
	 any; and (ii) any merit salary increase authorized by the Board of
	 Directors of the Company.  The Base Salary shall be payable in equal
	 installments in accordance with the normal payroll policies of the
	 Company.  In addition to the Base Salary provided hereunder,
	 Executive shall be entitled to a supplemental bonus of $30,000 per
	 annum (the "Supplemental Bonus") in each fiscal year during the Term.
	 Supplemental Bonus shall be adjusted annually using the procedure
	 specified in Section 5.1.(i).

    5.2  Annual Incentive Compensation.  For each fiscal year during the Term,
	 Executive shall have the opportunity to receive annual incentive
	 compensation in the form of a bonus in an amount equal to a
	 percentage of the Base Compensation earned during that year, based on
	 the achievement of the Company's annual profit plan of amount of
	 targeted revenues and profit.  For purposes of this Section 5.2,
	 Executive's "Base Compensation" in each fiscal year shall mean the
	 sum of Executive's Base Salary and Supplemental Bonus earned in
	 respect of each fiscal year during the Term.  The Incentive
	 Compensation under this section will be determined in accordance with
	 Schedule A attached hereto in accordance with the plans developed
	 each year for PSG which are described in Schedule A for fiscal year
	 1996.  Forty-five percent (45%) of Base Compensation is the target
	 bonus percentage for the Executive and may be larger or smaller based
	 upon the matrix contained in Schedule A.  Such bonus shall be payable
	 within one month after the completion of AWT's audit with respect to
	 that year, but if such audit is not completed by February 28th
	 following such fiscal year, the said bonus shall be paid no later
	 than said March 1st (the "Bonus Payment Date").

    5.3  Additional Incentive Compensation.  On the Bonus Payment Date for the
	 fiscal year beginning November 1, 1997, Executive shall be entitled
	 to an additional incentive compensation in the form of a bonus based
	 on the operating performance of the Company, as reorganized, for the
	 prior three (3) years beginning November 1, 1995.

	 The additional incentive compensation under this section shall be
	 determined in accordance with Schedule B attached hereto in
	 accordance with the plans developed each year for PSG which are
	 described in Schedule B for fiscal year 1996.  It is understood that
	 no payment will be made under this section for three (3) years and
	 such payment will be for the three (3) year period.  Future payments
	 will be made annually after the initial three (3) year period payment
	 is made.

	 In the event that the Company acquires other businesses, then the
	 Company and Executive agree that the computation of revenues and net
	 income may be adjusted to give effect to such acquisitions.

    5.4  Deferred Compensation.  Notwithstanding the foregoing provisions of
	 this Section 5, Executive may from time to time elect to defer all or
	 any additional part of the Base Salary and any part of the bonus
	 payable under Sections 5.2 and 5.3, such deferral to be subject to
	 the terms and provisions of compensation agreement to be executed
	 between the Company and Executive.

    5.5  Executive's Attorneys Fees. The Company agrees to pay the Executive
	 an amount of up to $5,000 for reimbursement to Executive for fees of
	 attorneys and counselors in the preparation and/or negotiation of
	 this Employment Agreement.  Such payment is due and payable within 30
	 days of the execution of this Agreement.

    5.6  Stock Options.  In addition to any previous grants of incentive stock
	 options to Executive, Executive shall be entitled to receive
	 additional grants of incentive stock options from time to time on the
	 same basis as are granted to the executives and officers of AWT and
	 its operating subsidiaries in the discretion of the Compensation and
	 Stock Option Committee of AWT's Board of Directors, and Executive
	 agrees to execute such additional documents as may be required to
	 effectuate such stock option awards.

6.  Reimbursement of Expenses.  During the Term, the Company agrees to pay or
    reimburse Executive for all reasonable out-of-pocket travel, business,
    promotional, client/customer developmental and other expenses incurred by
    Executive in the performance of his duties hereunder, upon the
    presentation by Executive of an itemized account of such expenditures and
    upon submission of documented receipts therefor, including the cost of
    Executive's periodic membership dues for membership in a country club in
    the Houston Area.  In addition, during the Term Executive will be entitled
    to the use of an automobile owned or leased by the Company.  The make and
    model of such automobile shall be similar to the make and model of
    automobile presently provided to the Executive.

7.  Profit Sharing and Pension Plans, Medical Benefits and other Plans.
    During the Term, the Company agrees that Executive shall be entitled to
    receive, and shall be accorded the right to participate in, any and all
    plans providing general benefits for the Company's employees, including,
    but not limited to, group life insurance plans, accident, disability,
    medical, dental, hospitalization insurance, pension, profit sharing, stock
    option and bonus plans, 401(k) plans and other similar plans maintained
    for the benefit of the Company's employees and/or executives, on the same
    basis other executives of the Company are entitled to receive or
    participate.  In addition, during the Term the Company will contribute
    annually $7,500 toward the purchase of an insurance contract for Executive
    that he will own and name the beneficiary and that will provide cash value
    and death benefit payments to Executive and/or his beneficiaries upon his
    retirement or death.  Executive shall be entitled to four (4) weeks paid
    vacation annually during the Term hereof, and Executive shall be entitled
    to accrue any unused vacation time in accordance with the Company's policy
    regarding the same.

8.  Developments.  All developments, including inventions, whether patentable
    or otherwise, trade secrets, discoveries, improvements, ideas and writings
    which either directly or indirectly relate to or may be useful in the
    business of the Company or any of its subsidiaries or affiliates (the
    "Developments") which Executive either by himself or in connection with
    any other person or persons shall conceive, make, develop, acquire or
    acquire knowledge of during the Term, shall become and remain the sole and
    exclusive property of the Company.  Executive hereby assigns, transfers
    and conveys, and agrees to so assign, transfer and convey to the Company,
    all of his right, title and interest in and to any and all such
    Developments and to fully disclose as soon as practicable in writing all
    such Developments to the Board of Directors of the Company.  At any time
    and from time to time, upon the request of the Company, Executive will
    execute and deliver any and all instruments, documents and papers, give
    evidence and do any and all other acts which, in the opinion of counsel
    for the Company, are or may be necessary or desirable to document such
    assignment, transfer or conveyance or to enable the Company to file and
    prosecute applications for and to acquire, maintain and enforce any and
    all patents, trademark registrations or copyrights under United States or
    foreign laws with respect to any such Developments or to obtain any
    extension, validation, reissue, continuance or renewal of any such patent,
    trademark or copyright.  The Company will be responsible for the
    preparation of any such instruments, documents and papers and for the
    prosecution of any such proceedings and will reimburse Executive for all
    reasonable expenses incurred by him in compliance with the provisions of
    this Section.

9.  Confidential Information.  Executive recognizes and acknowledges that the
    client lists, inventions, operating methods and systems, trade secrets and
    proprietary information of the Company and its subsidiaries, as the same
    may exist from time to time, are valuable, special and unique assets of
    the business of the Company and its subsidiaries.  Executive covenants
    that he will not, during the term of this Agreement, disclose any such
    lists of clients or part thereof, inventions, operating methods and
    systems, trade secrets or proprietary information to any person, firm,
    corporation or other entity for any reason whatsoever without
    authorization of the Board of Directors of the Company.

10. No Solicitation.  Executive agrees that, upon termination of the Term and
    for a period of one year thereafter, he will not call on or solicit,
    either directly or indirectly, any person, municipality, corporation or
    other entity who or which at the time of such termination was, or within
    one year prior thereto had been, a client of the Company or any of its
    subsidiaries with respect to any material activity, service or business of
    the type conducted, performed or engaged in (or about to be conducted,
    performed or engaged in at such date of termination) by PSG or the Company
    or any of its subsidiaries.

11. Non Competition.  During the Term, and for a period of one year
    thereafter, Executive will not, unless acting pursuant hereto or with the
    prior written consent of the Board of Directors of the Company, directly
    or indirectly, own, manage, operate, join, control, finance or participate
    in the ownership, management, operation, control or financing of, or be
    connected as an officer, director, employee, partner, principal, agent,
    representative, consultant or otherwise with, any business or enterprise
    engaged in any service or business competitive with the services provided
    and business conducted by PSG, the Company or any of its subsidiaries or
    affiliates during the term of Executive's employment hereunder, and at the
    time of termination of such employment, in any geographical areas where
    the Company or any of its subsidiaries offers such services or conducts
    such business, during the term of Executive's employment, hereunder or at
    the time of termination of such employment; provided, however, that this
    provision shall not be construed to prohibit the ownership by Executive of
    not more than one percent (1%) of the capital stock of any corporation
    which is engaged in the foregoing business having a class of securities
    registered pursuant to the Securities Exchange Act of 1934.  In the event
    that the provisions of this Section should ever be adjudicated to exceed
    the time, geographic or other limitations permitted by applicable law in
    any jurisdiction, then such provisions shall be deemed reformed in such
    jurisdiction to the maximum time, geographic or other limitations
    permitted by applicable law.

12. Equitable Relief.  Executive acknowledges that the restrictions contained
    in Sections 9, 10 and 11 hereof are reasonable and necessary to protect
    the legitimate interests of the Company and its subsidiaries and
    affiliates, that the Company would not have entered into this Agreement in
    the absence of such restrictions, and that any violation of any provision
    of those Sections will result in irreparable injury to the Company.
    Executive also acknowledges that the Company shall be entitled to
    preliminary and permanent injunctive relief, without the necessity of
    proving actual damages, as well as an equitable accounting of all
    earnings, profits and other benefits arising from any such violation,
    which rights shall be cumulative and in addition to any other rights or
    remedies to which the Company may be entitled. Executive agrees that in
    the event of any such violation, an action may be commenced for any such
    preliminary and permanent injunctive relief and other equitable relief in
    any court of competent jurisdiction in the State of Texas.  Executive
    hereby waives any objections on the grounds of improper jurisdiction or
    venue to the commencement of an action in the State of Texas and agrees
    that effective service of process may be made upon him by mail at his
    present residence address, heretofore furnished by Executive to Company,
    or any substituted address furnished to Company by Executive.  Executive
    further agrees that the Company shall be entitled to reimbursement for
    expenses incurred by it in enforcing its rights hereunder, including,
    without limitation, reasonable attorneys' fees and expenses.

13. Termination.  This Agreement shall terminate prior to the expiration of
    its term set forth in Section 3 above or upon the occurrence of any one of
    the following events:

    13.1  Disability.  In the event that Executive is unable fully to perform
	  his duties and responsibilities hereunder by reason of illness,
	  injury or incapacity for a period of six (6) consecutive months,
	  during which period he shall continue to be compensated as provided
	  in Section 5.2 hereof, this Agreement shall be deemed terminated,
	  and the Company shall have no further liability or obligation to
	  Executive for compensation hereunder; provided, however, that
	  Executive will be entitled to receive the payments prescribed under
	  any disability or other benefits plan which may be in effect for
	  officers of the Company, and further provided that he shall be
	  entitled to receive the incentive compensation provided for in
	  Sections 5.2 and 5.3 above, prorated to the date of the commencement
	  of such six-month period of disability.  Executive agrees, in the
	  event of any dispute under this Section, to submit to a physical
	  examination by a licensed physician selected by a majority of the
	  Board of Directors of the Company.

   13.2   Death.  In the event that Executive dies during the Term, the
	  Company shall pay his executors, legal representatives or
	  administrators an amount equal to the installment of his salary
	  payable for the month in which he dies, as well as the incentive
	  compensation provided for in Sections 5.2 and 5.3 above, prorated to
	  the date of death.  Except for such payment of any unpaid salary and
	  prorated incentive compensation, and payments under any other plan
	  afforded to Executive during his employment hereunder, which by its
	  terms provides income or other benefits following death, the
	  Company's obligations under this Agreement shall cease on the date
	  of death and the Company shall have no further liability to
	  Executive or any other person hereunder.

   13.3   Cause.  Nothing in this Agreement shall be construed to prevent its
	  termination  by the Company at any time for "cause".  For purposes
	  of this Agreement, "cause" shall mean failure of Executive to
	  observe any of the terms or provisions of this Agreement,
	  dishonesty, conviction of a crime involving moral turpitude, or
	  misappropriation of funds.

   13.4   Involuntary Termination.  In the event that Executive's employment
	  hereunder is terminated by the Company, other than pursuant to the
	  provisions of Sections 13.1 and 13.2 hereof; or, in the event that
	  Executive's employment hereunder is not renewed other than because
	  Executive has retired or due to the provisions of Sections 13.1 and
	  13.2 hereof, then the Company shall pay to the Executive an amount
	  equal to two (2) times his then current Base Salary as adjusted
	  under Section 5.2, any accrued incentive bonuses prorated to the
	  termination date and any accrued but unused vacation.  All the
	  foregoing amounts shall be paid on the date of termination.  Such
	  payments shall be deemed to be severance compensation and other
	  than Executive's right to receive all payments of accrued salary,
	  incentive bonus and vacation accrued to the date of such
	  termination, Executive shall have no further rights against the
	  Company or any other party hereunder for such involuntary
	  termination and the provisions of Sections 8, 9, 10 and 11 shall
	  be effective and enforceable by the Company as against the
	  Executive.

   13.5   Voluntary Termination.  (A).  Should the Executive's employment
	  hereunder be voluntarily terminated by the Executive, other than
	  pursuant to the provisions of Section 13.1 and 13.2 hereof, the
	  Company shall pay to Executive an amount equal to his then current
	  base salary, as may be adjusted in Section 5.1, the accrued
	  incentive bonuses as provided in Section 5.3, and/or 5.4, and any
	  accrued vacation as applicable, and the provisions of Sections 9, 10
	  and 11 shall be effective and enforceable by the Company as against
	  the Executive for a period of one year from his termination.   (B).
	  Additionally, however, the Executive may elect to terminate his
	  employment hereunder should there be (i) a change in ownership of
	  control of the Company or sale of substantially all of the Company's
	  assets (provided, however, that Executive understands and agrees
	  that a change of control of the Company shall not be deemed to have
	  occurred for purposes of this Agreement if Compagnie Generale des
	  Eaux shall increase its ownership interest in the Company or acquire
	  all or substantially all of the Company's voting securities), or
	  (ii) a change in the Executive's reporting procedures as set out in
	  Section 2, or (iii) if at least one of Claudio Elia, Jean-Dominique
	  Deschamps or Alain Houdaille is not involved in the supervision of
	  Executive.  In such event, the Executive shall be paid and be held
	  bound as set out in Section 13.4 above.

14. Company's Stockholders Consent to Golden Parachute Payments.  If, in the
    opinion of the Executive's legal counsel, any payments or benefits
    hereunder may constitute an "excess parachute payment," as defined in
    Section 280G of the Internal Revenue Code of 1986, the Company shall use
    its best efforts to obtain the consent of the stockholders satisfying the
    requirements of Section 280G(b)(5) of the said Code and the regulations
    thereunder and/or use its best efforts to make such payments an exception
    to the "excess parachute payment" rule or not be in fact an "excess
    parachute payment.

15. Survival.  Notwithstanding the termination of this Agreement by reason of
    Executive's disability under Section 13.1 or for cause under Section 13.3,
    his obligations under Section 13.3, his obligations under Sections 8, 9,
    10 and 11 hereof shall survive and remain in full force and effect for the
    periods therein provided, and the provisions for equitable relief against
    Executive in Section 12 hereof shall continue in force.

16. Governing Law.  This Agreement shall be governed by and interpreted under
    the laws of the State of Texas without giving effect to any conflict of
    law's provisions.

17. Contents of Agreement: Agreement and Assignment.  This Agreement
    supersedes all prior agreements and sets forth the entire understanding
    between the parties hereto with respect to the subject matter hereof and
    cannot be changed, modified or terminated except upon written amendment.
    All of the terms and provisions of this Agreement shall be binding upon
    and inure to the benefit of and be enforceable by the respective heirs,
    executors, administrator, legal representatives, successors and assigns of
    the parties hereto, except that the duties and responsibilities of
    Executive hereunder are of a personal nature and shall be assignable in
    whole or in part by Executive.

18. Severability.  If any provision of this Agreement or application thereof
    to anyone or under circumstances is adjudicated to be invalid or
    unenforceable, such invalidity or unenforceability shall not affect any
    other provision or application of this Agreement which can be given effect
    without the invalid unenforceable provision or application.

19. Remedies Cumulative: No Waiver.  No remedy conferred upon the Company by
    this Agreement is intended to be exclusive of any other remedy given
    hereunder or now or hereafter existing at law or in equity.  No delay or
    omission by the Company in exercising any right, remedy or power hereunder
    or existing at law or in equity shall be construed as a waiver thereof,
    and any such right, remedy or power may be exercised by the Company from
    time to time and as often as may be deemed expedient or necessary by the
    Company in its sole discretion.

20. AWT Undertaking. AWT undertakes to cause the Company to perform all of its
    obligations hereunder and irrevocably guarantees any payments due from the
    Company to Executive pursuant to the terms of this Agreement.

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


			PROFESSIONAL SERVICES GROUP, INC.


			By:_________________________________________
			   Douglas A. Satzger
			   Vice President



			EXECUTIVE:


			____________________________________________
			Michael M. Stump



			AIR & WATER TECHNOLOGIES CORPORATION


			By:_________________________________________
			   Claudio Elia
			   Chairman and Chief Executive Officer