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