Exhibit 10.16

                             SEPARATION AGREEMENT



               THIS SEPARATION AGREEMENT ("Agreement") is made and entered
into as of this             day of December, 1996, by and between MICHAEL M.
STUMP ("Stump") and PROFESSIONAL SERVICES GROUP, INC. ("Company").


                             W I T N E S S E T H:


               WHEREAS, Stump's employment with the Company terminated
effective December 4, 1996; and

               WHEREAS, the Company and Stump desire to enter into an agreement
relating to all aspects of their relationship following such termination of
employment, which agreement will be entered into in consideration of the
cancellation of and in full settlement of all rights and obligations
outstanding pursuant to the Employment Agreement (defined below);

               NOW, THEREFORE, in consideration of the foregoing, and the
mutual covenants, understandings, and agreements hereinafter contained, the
parties do hereby mutually covenant and agree as follows:

1.          Definitions.  As used in this Agreement:

            (a)   "Claim" or "Claims" means and includes one or more charges,
                  complaints, claims, grievances, liabilities, obligations,
                  promises, covenants, agreements, controversies, damages,
                  injuries, actions, causes of action, suits, rights, demands,
                  deficiencies, levies, assessments, attachments, executions,
                  judgments, recoveries, awards, costs, losses, debts,
                  reckonings, bonds, bills, specialties, contracts, variances,
                  trespasses, and expenses (including attorneys' fees and
                  costs actually incurred) of any kind or nature whatsoever,
                  whether known or unknown, suspected or unsuspected,
                  contingent or not contingent, liquidated or unliquidated.

            (b)   "Companies" means and includes (i) Air & Water Technologies
                  Corporation ("AWT") and all of its affiliated Entities,
                  including, but not limited to, (i) parent and subsidiary
                  companies (whether wholly or partially owned or whether
                  directly or indirectly owned), partnerships, and joint
                  ventures, and (ii) Compagnie Generale des Eaux, Anjou
                  International Company, Anjou International Management
                  Services, Inc., Metcalf & Eddy, Inc., Professional Services
                  Group, Inc., and Research-Cottrell, Inc.; and (ii) each and
                  every employee welfare or pension benefit plan, trust,
                  committee, or board of each of the Companies.

            (c)   "Confidential Information" means and includes, without
                  limitation, business and proprietary information and
                  technology, trade secrets, patented processes, proprietary
                  research and development projects and data, proprietary
                  product development and design, proprietary methods of doing
                  business, and proprietary technical information of the
                  Companies; financial information not previously reported in
                  public releases or filings; proprietaty information
                  regarding costs, profits, markets, sales, products, market
                  studies and forecasts, pricing policies and data, sales
                  plans, key personnel, other business affairs and methods,
                  customers and customer prospects, business plans, competitive
                  analyses, and prospects and opportunities with Entities with
                  whom the Companies have established or have taken steps to
                  establish a business relationship (such as possible
                  expansions or contractions of business operations) which
                  have been discussed or considered by the Companies'
                  management; the substance of agreements with customers and
                  others, marketing and dealership agreements, and proprietary
                  servicing and training programs and arrangements; customer
                  or client lists; master files; supplier or vendor lists; and
                  information concerning operational strengths or weaknesses
                  of the Companies' operating units, all to the extent not
                  previously revealed to the public or to the trade by the
                  Companies' management.

            (d)   "Employment Agreement" means the agreement between Stump and
                  the Company dated October 15, 1995, and any amendments or
                  modifications thereto.

            (e)   "Entity" or "Entities" means and includes one or more
                  organizations of any kind or nature whatsoever, including,
                  without limitation, municipalities, other governmental
                  bodies or agencies, corporations, companies, partnerships,
                  joint ventures, sole proprietorships, and divisions.

            (f) "Releasees" means and includes (i) the Companies and each
                  and all of the Companies' respective past and present
                  owners, stockholders, agents, independent contractors,
                  servants, directors, officers, partners, associates,
                  employees, supervisors, trustees, fiduciaries,
                  administrators, representatives, and attorneys;  (ii) all
                  of the predecessors, successors, and assigns of the
                  Entities and persons identified in (i) immediately above;
                  and (iii) all persons acting by, through, under, or in
                  concert with any of the Entities and persons identified
                  in (i) and (ii) immediately above.

2.          No Admission.  This Agreement and compliance with this Agreement
            shall not be construed as an admission by the Company or any of
            the other Releasees or by Stump of any liability whatsoever, or
            as an admission by the Company or any of the other Releasees or
            by Stump of any violation, past or present, of the rights of
            the other party or any other person or Entity, or any
            violation, past or present, of any order, law, statute,
            regulation, duty, or contract whatsoever.  Nothing in this
            Agreement shall be construed as a limitation on Stump's ability
            to defend himself with respect to Claims asserted against him
            by governmental agencies.

3.          Resignation.  Stump's last day of employment with any of the
            Companies, whether as an employee, officer, and/or director, is
            effective as of December 4, 1996 ("Termination Date").  Stump
            hereby resigns, effective the Termination Date, as an employee,
            officer, director, trustee, or otherwise of any of the Companies.
            Stump agrees to provide AWT with a letter of resignation from all
            positions he holds with any of the Companies, whether as an
            employee, officer, director, trustee, or otherwise, in the form
            annexed to this Agreement as Attachment 1, which letter shall bear
            the Termination Date.

4.          Confidentiality Agreement.  Stump agrees that he will keep the
            fact, terms, and amount of this Agreement completely confidential
            and that he will not hereafter disclose any information concerning
            this Agreement to anyone other than an immediate family member,
            legal counsel, or financial advisor who agrees to be bound by
            these confidentiality obligations; provided that, Stump may
            make such disclosures as are required by legal process,
            provided further that the Company and AWT shall be given
            reasonable prior notice by Stump of, and opportunity to
            contest, such process; and further provided that, Stump may
            disclose, when seeking employment, to prospective or new
            employers any limitations placed on his employment by this
            Agreement.

5.          Confidentiality and Noncompetition.

            (a)   Stump acknowledges that the various items comprising
                  Confidential Information are valuable, special, and unique
                  assets of the various Companies, access to and knowledge of
                  which by Stump have been gained by virtue of his positions
                  and involvement with the Companies.  Stump further
                  acknowledges and represents that he has returned to the
                  Company all originals and copies of all documents,
                  memoranda, notes, records, reports, and other property of
                  the Companies that he possessed or had under his control and
                  that he will not use for his own benefit or gain, and agrees
                  to return to the Company if in his possession or under his
                  control, any Confidential Information of the Companies
                  obtained by him incident to his employment with any of the
                  Companies.  Stump shall not directly or indirectly,
                  intentionally or negligently disclose to or permit to be
                  known by any person or Entity (other than a person or Entity
                  designated in writing by the Chief Executive Officer of AWT
                  or the General Counsel of AWT) any Confidential Information
                  acquired by him during the course of or in connection with
                  his employment by any of the Companies relating to (i) the
                  Companies, (ii) the officers, directors, employees, or
                  agents of the Companies, (iii) any client or customer of the
                  Companies, or (iv) any Entity owned or controlled, directly
                  or indirectly, by any of the foregoing, or in which any of
                  the foregoing has a beneficial interest.

            (b)   During the period running from the Termination Date through
                  December 31, 1997, Stump will not call on or solicit, either
                  directly or indirectly, any person or Entity who or which at
                  the Termination Date was, or within one (1) year prior
                  thereto had been, a client of Professional Services Group,
                  Inc. ("PSG") and/or any of the companies within the Metcalf
                  & Eddy operating group 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 Termination Date) by PSG or
                  any of the companies within the Metcalf & Eddy operating
                  group.

            (c)   During the period running from the Termination Date through
                  December 31, 1997, Stump will not directly or indirectly (i)
                  induce any employees of any of the Companies to engage in any
                  activity in which Stump is prohibited from engaging by this
                  Agreement or to terminate their employment with any of the
                  Companies or (ii) employ or offer employment to any person
                  who was employed by any of the Companies unless such person
                  shall have ceased to be employed by the Companies for a
                  period of at least twelve (12) months.

            (d)   During the period running from the Termination Date through
                  December 31, 1997, Stump will not, without the prior written
                  consent of the Board of Directors of AWT, 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 person or
                  Entity engaged in any service or business competitive with
                  the services provided (or planned to be provided) and
                  business conducted by PSG and/or any of the companies within
                  the Metcalf & Eddy operating group during the period he was
                  employed by any of the Companies, in any geographical areas
                  where any of the Companies offer (or planned to offer) such
                  services or conduct such business during the period he was
                  employed by any of the Companies; provided, however, that
                  this provision shall not be construed to prohibit the
                  ownership by Stump 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; provided
                  further, that this provision is limited to persons or
                  Entities (including governmental bodies, such as
                  municipalities, and investor-owned utilities) providing to
                  other persons (including residents of governmental bodies)
                  or Entities one or more of the services and businesses
                  provided by PSG or any of the companies within the Metcalf &
                  Eddy operating group.

            (e)   It is expressly understood and agreed that although Stump and
                  the Company  consider the restrictions contained in this
                  Agreement, including this Paragraph 5, 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 Stump, 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
                  other 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
                  in this Agreement.

            (f)   Stump acknowledges that the restrictions contained in this
                  Agreement, including this Paragraph 5, are reasonable and
                  necessary to protect the legitimate interests of the
                  Companies, that the Company would not have entered into this
                  Agreement (or the Employment Agreement) in the absence of
                  such restrictions, that the Companies' remedies at law for a
                  breach or threatened breach of any of the provisions of this
                  Paragraph 5 would be inadequate, and that any violation or
                  threatened violation of any of the provisions of this
                  Paragraph 5 will result in irreparable injury to the
                  Companies.  Stump agrees that in the event of any breach or
                  threatened breach of any provision of this Paragraph 5, an
                  action may be commenced by one or more of the Companies for
                  any such temporary restraining order, preliminary and
                  permanent injunctive relief, specific performance, and/or
                  any other legal or equitable relief in any state or federal
                  court of competent jurisdiction in Texas, New Jersey, or in
                  the state in which the breach or threatened breach arises.
                  Stump hereby agrees that effective service of process may be
                  made upon him by mail at his present residence address,
                  heretofore furnished by Stump to the Company, or any
                  substituted address furnished to the Company by Stump.  In
                  any action for injunctive relief, Stump shall not be
                  entitled to interpose a defense that the Companies have an
                  adequate remedy in a court of law.  Stump agrees that the
                  Companies may recover by appropriate action the amount of
                  the actual damages caused the Companies by any failure,
                  refusal, or neglect of Stump to perform his agreements,
                  representations, and warranties contained in this Agreement.
                  The remedies provided in this Agreement shall be deemed
                  cumulative and the exercise of one shall not preclude the
                  exercise of any other remedy at law or in equity for the
                  same event or any other event.  Stump further agrees that
                  the Companies shall be entitled to reimbursement for
                  expenses incurred by it in enforcing its rights hereunder,
                  including, without limitation, reasonable attorneys' fees
                  and expenses.

6.          General Release and Representations.  As a material inducement to
            the Company to enter into this Agreement and in consideration for
            the payments and other benefits provided by the Company to Stump
            as set forth in this Agreement, Stump represents, warrants, and
            agrees that:

            (a)   He, on his own behalf and on behalf of his heirs, executors,
                  administrators, representatives, successors, and assigns,
                  hereby irrevocably and unconditionally releases, acquits,
                  waives, and forever discharges the Companies and the other
                  Releasees from any and all Claims which Stump now has, owns,
                  or holds, or claims to have, own, or hold, or which Stump at
                  any time heretofore had, owned, or held, or claimed to have,
                  own, or hold against each or any of the Companies or the
                  other Releasees regarding events that have occurred from the
                  beginning of the world to and including the day of the date
                  of this Agreement, including, without limitation, any and all
                  Claims related or in any manner incidental to Stump's
                  employment relationship with any of the Companies or the
                  termination or severance of the employment relationship
                  between Stump and the Companies.

            (b)   He has neither filed nor authorized the filing on his behalf
                  of any Claims against any of the Companies or any of the
                  other Releasees with any state, federal, or local agency or
                  court or in any other forum or tribunal with respect to
                  anything that has happened up through the date of this
                  Agreement and that he will not do so at any time hereafter
                  with respect to anything that has happened up through the
                  date of this Agreement.

            (c)   He has not transferred to any person or Entity any of the
                  Claims released in or by this Agreement.

            (d)   He has no right of reemployment with any of the Companies
                  and that each of the Companies has the right to reject
                  without cause any application for employment with the
                  Companies submitted by him and to rescind without cause any
                  offer of employment made to him by the Companies.

            (e)   He hereby waives, foregoes, and renounces any and all Claims
                  he has or may have to advancement of legal fees and expenses,
                  including attorneys' fees, and/or indemnification under the
                  terms of any statute, contract, or agreement or under the
                  By-laws, Charter, or Articles of Incorporation of any of the
                  Companies.

7.          Certain Payments or Waivers.

            (a)   In consideration of Stump's agreements, covenants,
                  warranties, and representations in this Agreement,
                  particularly Paragraphs 5 and 6 hereof, the Company agrees
                  to pay Stump (i) the aggregate gross amount of Nineteen
                  Thousand One Hundred Seventy-Five Dollars and Twenty Cents
                  ($19,175.20) on or before December 31, 1996 and (ii) the
                  aggregate gross amount of Two Hundred Fifty Thousand Dollars
                  ($250,000.00) after December 31, 1996 but prior to January
                  4, 1997, which payments shall be subject to all applicable
                  withholding taxes and Social Security.

            (b)   In consideration of the Company's agreements and covenants in
                  this Agreement, Stump waives, foregoes, and renounces any and
                  all Claims he has or may have to any payments from the
                  Company or any of the other Releasees with respect to any
                  accrued, but unused, vacation.

            (c)   Stump agrees that the Company and the other Releasees shall
                  have no further obligation to make any payments in respect of
                  any country club memberships or any other memberships or
                  associations for, on behalf of, or in connection with Stump.

            (d)   Within ten (10) days after this Agreement is executed, the
                  Company will pay Nine Thousand Three Hundred Eighty-One
                  Dollars and Twenty-Five Cents ($9,381.25) to Foreman,
                  DeGeurin, Gerger & Nugent ("FDG&N") in full satisfaction of
                  any and all monies that any of the Companies may owe FDG&N
                  or any other law firm for services rendered by or expenses
                  incurred by FDG&N or any other law firm on behalf of Stump.


8.          COBRA.  Stump shall have the right to elect to continue his health
            insurance coverage, if any, as provided by and in accordance with
            the Consolidated Omnibus Budget Reconciliation Act of 1985
            ("COBRA").

9.          Stock Options.  Stump agrees that all options held by him at the
            Termination Date to purchase stock in any of the Companies shall be
            cancelled and void.

10.         Certain Indebtedness.  In regards to a loan, with accrued
            interest, in the aggregate amount of Ninety Thousand Three Hundred
            Seventy-Five Dollars and Nineteen Cents ($90,375.19) from the
            Company to Stump, and Twenty Thousand Dollars ($20,000.00) in
            advances to Stump, the Company agrees that Stump no longer owes
            the full One Hundred Ten Thousand Three Hundred Seventy-Five
            Dollars and Nineteen Cents ($110,375.19) of such indebtedness.
            Stump understands that the Company will withhold applicable taxes
            with respect to this Paragraph 10 against the amounts to be paid
            to him under Paragraph 7 of this Agreement.

11.         Certain Property.

            (a)   Stump agrees to purchase from the Company the following
                  assets, which the parties have agreed have the following fair
                  market value ("FMV"):

                  (i)   Fax machine.  FMV equals One Hundred Fifty Dollars
                        ($150.00).

                  (ii)  Hand-held calculator.  FMV equal to Fifty Dollars
                        ($50.00).

                  (iii) Mobile telephone.  FMV equal to Fifty Dollars ($50.00).

                  Any taxes or transfer fees arising in connection with the
                  sale of the foregoing assets to Stump shall be Stump's sole
                  obligation to pay.  However, if in order to complete the
                  transfer of these assets to Stump the Company must prepay
                  any such taxes or transfer fees or withhold in respect of
                  such taxes or transfer fees, then the Company may set off
                  the amounts it has paid for such taxes and transfer fees
                  against any monies it owes Stump.  The Two Hundred Fifty
                  Dollars ($250.00) will be deducted from the monies due Stump
                  under Paragraph 7(a) of this Agreement.

            (b)   Stump agrees to return to the Company the following assets at
                  the time the Agreement is executed:

                  (i)   The Company vehicle he was using at the time of his
                        resignation.

                  (ii)  The Company's computer he was using at the time of his
                        resignation.

12.         Cooperation.

            (a)   Stump agrees, without additional compensation except as set
                  forth in Paragraph 12(b) of this Agreement, to cooperate
                  fully with the Company and AWT and their counsel with
                  respect to any civil litigation, civil investigation, or
                  civil governmental proceeding now pending or hereafter
                  instituted arising out of or in connection with any
                  transaction or other matter in which Stump was involved in
                  any way while employed by any of the Companies or with
                  respect to which Stump has information.  Such cooperation
                  shall include appearing from time to time at the offices of
                  counsel, the Company, or AWT for conferences and interviews
                  and responding fully to all questions the Company, AWT, or
                  counsel may ask and in general providing them the full
                  benefit of Stump's knowledge with respect to any such
                  matter.  If so requested on behalf of the Company or AWT,
                  Stump will also appear as a witness in such matter.

            (b)   The Company or AWT, as the case may be, will reimburse Stump
                  for any reasonable and necessary out-of-pocket expenses that
                  the Company or AWT specifically and in advance authorizes in
                  writing Stump to incur in carrying out his obligations under
                  Paragraph 12 of this Agreement.  Any appearances at the
                  offices of the Company, AWT, or their counsel shall be
                  scheduled to mutual convenience, reasonable regard being
                  given to the Company's, AWT's, and their counsel's
                  requirements and Stump's own commitments.  If at the
                  Company's or AWT's request Stump attends conferences or
                  interviews under Paragraph 12(a) of this Agreement, he shall
                  be paid a fee, in the amount of One Hundred Fifty Dollars
                  ($150.00) per hour, for the time he spends in attending such
                  conferences or interviews; provided, however, that Stump will
                  not be paid such fee for the first fifty (50) hours he
                  spends in attending such conferences or interviews during
                  the period running from the date of this Agreement through
                  December 31, 1997.  The Company's or AWT's obligations to
                  make any payment to Stump under Paragraph 12 of this
                  Agreement is subject to Stump having provided reasonable
                  substantiation thereof, such as expense receipts and a daily
                  itemization of hours spent and with whom.  At all times
                  prior to the third anniversary of the date of this
                  Agreement, Stump will generally keep the Company and AWT
                  informed of his whereabouts so that he can be reached within
                  a reasonable time.

13.         No Reliance.  The parties hereto represent and acknowledge that, in
            executing this Agreement, they do not rely and have not relied upon
            any representation or statement, written or oral, made by any of
            the parties or by any of the parties' agents, attorneys, or
            representatives with regard to the subject matter, basis, or
            effect of this Agreement or otherwise, other than those
            specifically stated in this written Agreement.

14.         Assignment.  This Agreement shall be binding upon and shall inure
            to the benefit of the parties hereto and their respective heirs,
            administrators, representatives, executors, Companies, successors,
            and assigns.  This Agreement shall also inure to the benefit of
            all the Releasees and their respective heirs, administrators,
            representatives, executors, Companies, successors, and assigns.
            This Agreement shall not be assignable by Stump.

15.         No Waiver.

            (a)   Any waiver by either party of a breach of any provision of
                  this Agreement shall not operate as or be construed as a
                  waiver of any subsequent breach hereof, or as a waiver of a
                  breach of any other provision.

            (b)   No remedy conferred upon the Companies or the other
                  Releasees 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 any
                  of the Companies or the other Releasees in exercising any
                  right, remedy, or power hereunder or existing at law or in
                  equity shall be construed as a waiver thereof.  Any such
                  right, remedy, or power may be exercised by the Companies or
                  the other Releasees from time to time and as often as may be
                  deemed expedient or necessary by the Companies or the other
                  Releasees in their sole discretion.

16.         Validity.  Should any part, term, or provision of this Agreement be
            declared or be determined by any court of competent jurisdiction
            to be illegal, invalid, or unenforceable, the legality, validity,
            and enforceability of the remaining parts, terms, or provisions
            shall not be affected thereby, and said legal, unenforceable, or
            invalid part, term, or provision shall be deemed not to be a part
            of this Agreement.

17.         Entire Agreement; Amendment.  This Agreement constitutes the
            complete agreement and understanding between the parties with
            respect to the termination of Stump's employment and the benefits
            he is entitled to receive from any of the Companies or the other
            Releasees, and no statement, representation, warranty, or covenant
            has been made by either party with respect thereto except as
            expressly set forth herein.  This Agreement fully supersedes any
            and all agreements or understandings, written or oral, between
            Stump and any of the Companies or the other Releasees pertaining
            to the subject matter hereof.  In particular, and without
            limitation, this Agreement fully supersedes the Employment
            Agreement (except for Paragraphs 8 to 12, inclusive, thereof) and
            the parties acknowledge and agree that the Employment Agreement
            (except for Paragraphs 8 to 12, inclusive, thereof) is hereby
            without any further force or effect.  Stump acknowledges that he
            has been paid in full all wages, bonuses, accrued vacation,
            severance pay, and all other forms of compensations and benefits
            owned him by any of the Companies.  This Agreement shall not be
            altered, modified, amended, or terminated except by written
            instrument signed by both of the parties hereto.

18.         No Disparagement; Communication.

            (a)   Stump agrees that he shall neither make disparaging
                  statements or representations, or otherwise communicate
                  disparagingly, directly or indirectly, in writing, orally,
                  or otherwise, about any of the Companies or the other
                  Releasees, nor take any action which may, directly or
                  indirectly, disparage or be damaging to any  of the
                  Companies or the other Releasees, their businesses, or their
                  reputations.

            (b)   From and after the date of this Agreement, Stump shall only
                  communicate directly with AWT's General Counsel (presently
                  Douglas A. Satzger, Esq.) regarding any matters relating to
                  any of the Companies and shall otherwise not contact or
                  attempt to contact any of the Companies, their officers,
                  directors, shareholders, employees, independent contractors,
                  or agents regarding any matters relating to any of the
                  Companies, unless such person first contacts Stump.

19.         Indemnity.  As a further material inducement to the Company to
            enter into this Agreement, Stump hereby agrees to indemnify and
            hold each and all of the Companies and the other Releasees
            harmless from and against any and all Claims including, without
            limitation, attorneys' fees, incurred by the Companies and the
            other Releasees or any of them arising out of any breach by Stump
            of any of the representations, warranties, or other provisions of
            this Agreement.

20.         Withholding.  The Company shall be entitled to withhold from any
            amounts payable, whether actually or constructively, to Stump under
            this Agreement such federal, state, and local taxes, Social
            Security, and such other withholdings as may be required to be
            withheld pursuant to any applicable laws or regulations.

21.         Interpretation; Choice of Law.  This Agreement shall be
            interpreted in accordance with the plain meaning of its terms and
            not strictly for or against any of the parties hereto.  This
            Agreement and all provisions hereof shall be governed by and
            construed under the laws of the State of New Jersey, without
            regard to the choice of law rules thereof.

22.         Specific Performance.  It is further understood and agreed that if
            at any time a violation of any term of this Agreement is asserted
            by any party hereto, that party shall have the right to seek
            specific performance of that term and/or any other necessary and
            proper relief, including, but not limited to, damages, from a
            court of competent jurisdiction.  Except as provided in Paragraph
            5 of this Agreement, any such action or any other action by Stump
            against any of the Companies or the other Releasees shall be
            commenced in the State Courts of New Jersey or the Federal
            District Court for the District of New Jersey.  The parties hereto
            hereby consent to the jurisdiction and venue of said courts.
            Stump hereby agrees that effective service of process may be made
            upon him by mail at his present residence address, heretofore
            furnished by Stump to the Company, or any substituted address
            furnished to the Company by Stump.  The prevailing party in such
            court action shall be entitled to recover its reasonable costs and
            attorneys' fees.

23.         Notices.  All notices required to be transmitted by this Agreement
            shall be in writing and shall be personally delivered or mailed
            (by registered or certified mail, return receipt requested,
            postage prepaid) to the address of the party to whom intended as
            specified below or to such different address as one party shall
            have notified the other party in like fashion:

            (a)   If to the Company, at:

                  Professional Services Group, Inc.
                  14950 Heathrow Forest Parkway
                  Suite 200
                  Houston, Texas USA 77032-3842
                  Attention:   President

                        - and -

                  Air & Water Technologies Corporation
                  P.O. Box 1500
                  Somerville, New Jersey USA 08876
                  Attention:   Chief Executive Officer
                  with a copy to:   General Counsel

            (b)   If to Stump, at:

                  Mr. Michael M. Stump
                  Route 1, Box 2296
                  New Caney, Texas USA 77357


            Any such notices shall be effective upon receipt, if personally
            delivered, or five (5) business days after mailing, if mailed.
            Unless otherwise expressly provided, all references in this
            Agreement to "days" mean "calendar days".

24.         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.

25.         Acknowledgement.  Stump acknowledges that he has carefully read
            this Agreement, fully understands and accepts all of its
            provisions, and signs it voluntarily of his own free will.  Stump
            further acknowledges that he has been provided a full opportunity
            to review and reflect on the terms of this Agreement and to seek
            the advice of legal counsel of his choice.

            IN WITNESS WHEREOF, the parties have hereunto affixed their
signatures as of the date first above written.


PROFESSIONAL SERVICES GROUP, INC.


By:      ________________________________

Title:   ________________________________

Witness: ________________________________




_________________________________________
MICHAEL M. STUMP



Witness: ________________________________


                                 ATTACHMENT 1


                                                Michael M. Stump
                                                Route 1, Box 2296
                                                New Caney, Texas USA 77357


Date: December 4, 1996


Douglas A. Satzger, Esq.
Senior Vice President, General
   Counsel and Secretary
Air & Water Technologies Corporation
P.O. Box 1500
Somerville, NJ 08876

Dear Mr. Satzger:

            I hereby resign, effective today, from all positions I hold,
whether as an employee, officer, director, trustee, or otherwise, with Air &
Water Technologies Corporation or with any and all direct and indirect
subsidiaries and affiliates of Air & Water Technologies Corporation,
including, but not necessarily limited to, Professional Services Group, Inc.

                                                Very truly yours,



                                                Michael M. Stump