EXHIBIT 10.15













                                ACQUISITION AGREEMENT


                                    By and Between


                               American Eco Corporation

                                         and

                                 Jones Partners, Ltd.



                                  September 1, 1997


          <PAGE>


          THIS ACQUISITION AGREEMENT is made as of the 1st day of
          September, 1997.

          B E T W E E N:

                    AMERICAN ECO CORPORATION
                    a corporation amalgamated pursuant to the laws of
                    Canada

                    ("American Eco" or "Buyer")

                                                          OF THE FIRST PART

                    - and -

                    JONES PARTNERS, LTD.
                    a limited partnership amalgamated pursuant to the laws
                    of the State of Texas

                    (the "Shareholder" or "Seller")

                                                         OF THE SECOND PART

          WHEREAS the Shareholder is  the owner of 100%  of the issued  and
          outstanding shares of common stock of CCG Commercial Construction
          Group,  Inc., a  Texas corporation  ("CCG"), and  the Shareholder
          seeks  to exchange CCG Shares (as hereinafter defined) solely for
          publicly-traded  common  stock  in  American Eco  (who  seeks  to
          acquire CCG Shares from the Shareholder), pursuant to the meaning
          of 368(a)(1)(B) of  the U.S.  Internal Revenue Code  of 1986,  as
          amended and accounted for  as a pooling of interests, all  on and
          subject to the terms and conditions of this Agreement;

          NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration of
          the  mutual covenants, agreements  and premises  herein contained
          and  other  good  and  valuable consideration  (the  receipt  and
          sufficiency whereof being hereby acknowledged by each party), the
          parties hereto do hereby covenant and agree as follows:


          1.   DEFINITIONS AND SCHEDULES
               -------------------------

          1.1  Definitions.  In this Agreement:
               -----------

               "Accounts  Receivable"  means  all accounts  receivable  and
               other book debts due or accruing to CCG  as of the Reference
               Date and the full benefit of all security, if any,  for such
               accounts or debts.

               "Affiliate"  has the  meaning ascribed  thereto in  the OBCA
               (Business Corporation Act, Ontario).

               "Agreement", "this Agreement",  "hereto" and "herein"  means
               this Agreement and all schedules  attached hereto, as may be
               amended from time to time.

               "Associate" has the meaning ascribed thereto in the OBCA.

               "Best  Knowledge"  or  "known"  means  actual  knowledge  or
               awareness of the Party. 

               "Business Day" means a day other than a Saturday or a Sunday
               or  any other day which is  a statutory holiday in the State
               of Texas.

               "CCG Contracts" has the  meaning ascribed thereto in Section
               4.1(aa).

               "CCG Shares" means 100% of the issued and outstanding shares
               of  capital  stock of  CCG, registered  in  the name  of the
               Shareholder, as set forth on Schedule 4.1(f), hereto.

               "CCG   Financial  Statements"  has  the  meaning  attributed
               thereto in Section 4.1(p).

               "Closing" means  the  consummation  of  the  Transaction  as
               herein contemplated.

               "Closing Date" means  September 1, 1997  or such earlier  or
               later date as may be agreed to in writing by the Parties.

               "Contract" means any  agreement, indenture, contract,  bond,
               debenture,  security   agreement,  lease,  deed   of  trust,
               license,   option,  instrument  or   other  legally  binding
               commitment, whether written or oral.

               "Direct  Claim"   has  the   meaning  ascribed   thereto  in
               subsection 6.3.

               "Encumbrances" means  any and  all  claims, liens,  security
               interests, mortgages, pledges, pre-emptive  rights, charges,
               options,  equity  interests,  encumbrances, proxies,  voting
               agreements,  voting trusts, leases,  tenancies, easements or
               other interests of any  nature or kind whatsoever, howsoever
               created.

               "Indemnified  Party"  has the  meaning  ascribed thereto  in
               Section 6.3.

               "Indemnifying Party"  has  the meaning  ascribed thereto  in
               Section 6.3.

               "Indemnification Claim" has the  meaning ascribed thereto in
               Section 6.3.

               "Intellectual  Property"  means  all   patents,  copyrights,
               trademarks and trade names,  service marks and all software,
               data bases,  trade secrets,  know how and  other proprietary
               rights as of the Reference Date.

               "Losses" means  any and  all claims, demands,  debts, suits,
               actions,   obligations,    proceedings,   losses,   damages,
               liabilities,  deficiencies,  costs  and expenses  (including
               without  limitation,   all   reasonable  legal   and   other
               professional fees and disbursements, interest, penalties and
               amounts paid in settlement).

               "Material Adverse Effect" means a material adverse effect on
               the business,  assets, liabilities, condition  (financial or
               otherwise), operations or prospects of the Party in question
               or  upon such  Party's  ability to  perform its  obligations
               under this Agreement or to consummate the Transaction.

               "Nasdaq" means the Nasdaq Stock Market.

               "OBCA" means the Business Corporations Act, Ontario.

               "Parties" means collectively, the parties to this Agreement.

               "Person"   means   any  individual,   partnership,  company,
               corporation,  unincorporated   association,  joint  venture,
               trust,  the Crown  or  any other  agency or  instrumentality
               thereof or  any other judicial entity  or person, government
               or   governmental  agency,  authority  or  entity  howsoever
               designated or constituted.

               "Reference Date" means June 30, 1997.

               "Subsidiary" has the meaning ascribed thereto in the OBCA.

               "Survival  Period"  has  the  meaning  ascribed  thereto  in
               Section 5.1

               "Taxes"  means  all  income,  profits,  franchise,  royalty,
               withholding,  payroll,  excise,  sales,  value  added,  use,
               occupation  and  property taxes  and any  liability, whether
               disputed  or   not,  imposed  by  the  U.S.  or  any  state,
               municipality,  country or foreign  government or subdivision
               or agency thereof.

               "Third Party"  has the  meaning ascribed thereto  in Section
               6.3.

               "Third  Party Claim"  has  the meaning  ascribed thereto  in
               Section 6.3.

               "Time  of Closing"  means 1:00  p.m. (Central  time) on  the
               Closing  Date or if the Transaction is not completed at such
               time, then such other time on the  Closing Date on which the
               Transaction is completed.

               "Transaction" means  the transfer of CCG  Shares in exchange
               for the Buyer Shares as contemplated by this Agreement.

               "TSE" means The Toronto Stock Exchange.

          1.2  Disclosure.  Any fact or circumstance or combination of facts
               ----------
          and/or  circumstances  disclosed  in  this Agreement  or  in  any
          schedules hereto shall be deemed to be disclosed for all purposes
          of this Agreement.

          1.3  Act.  Any reference in this Agreement to any act, by-law, rule
               ---
          or  regulation or  to  a provision  thereof  shall be  deemed  to
          include a reference  to any  act, by-law, rule  or regulation  or
          provision enacted in substitution or amendment thereof.

          1.4  Time.  Except where otherwise expressly provided in this
               ----
          Agreement any reference to time shall be deemed to be a reference
          to Houston, Texas time.

          1.5  Gender and Extended Meanings.  In this Agreement words and
               ----------------------------
          personal pronouns relating thereto shall be read and construed as
          the number and gender of the party or parties referred to in each
          case require and the verb shall be construed as agreeing with the
          required  word and  pronoun.  For  greater certainty  and without
          limitation,  in this  Agreement  the word  "shall"  has the  same
          meaning as the word "will".

          1.6  U.S. Dollars and Payment.  All dollar amounts referred to in
               ------------------------
          this  Agreement are  in  U.S. funds,  unless otherwise  expressly
          specified.

          1.7  Section Headings.  The division of this Agreement into
               ----------------
          sections  is for  convenience  of reference  only  and shall  not
          effect the interpretation or construction of this Agreement.

          1.8  Business Day.  In the event that the date for the taking of
               ------------
          any action  under this Agreement  falls on a  day which is  not a
          Business  Day,  then  such action  shall  be  taken  on the  next
          following Business Day.

          2.   AGREEMENT TO EXCHANGE
               ---------------------

          2.1  Transfer.  Subject to the terms and conditions hereof, on the
               --------
          Closing  Date  at  the  Time of  Closing,  the  Shareholder shall
          transfer to Buyer and Buyer shall accept from the Shareholder the
          CCG   Shares  and   the  Shareholder   shall  deliver   to  Buyer
          certificates representing  CCG Shares duly endorsed  in blank for
          transfer together with new certificates therefor.

          2.2  Purchase Price.  In consideration for the transfer of the CCG
               --------------
          Shares, the Buyer shall issue the Shareholder  265,000 fully paid
          common  shares of American Eco  (the "Buyer Shares").   The Buyer
          Shares will be assigned  a price per share  based on the  closing
          price per share on the date immediately preceding the date that a
          Treasury  Directive is issued by the Buyer to its transfer agent.
          The  Buyer Shares shall be free trading through the facilities of
          the TSE  subsequent to 41 days  after the date of  issuance.  The
          Buyer Shares will  be restricted against  transfer in the  United
          States pursuant  to Rule 144  of the  Securities Act of  1933, as
          amended.

          2.3  Closing.  Closing shall occur at the Time of Closing on the
               -------
          Closing Date  at the offices  of American Eco  Corporation, 11011
          Jones Road, Houston, Texas 77070, or at such other place or other
          time and date as the Parties may agree.

          2.4  Retirement of Debt. The Shareholder shall, within one hundred
               ------------------
          twenty  (120)  days  subsequent  to  the  Closing  Date,  use its
          resources to  pay off or  otherwise retire  all of  the notes  or
          other indebtedness owed to CCG by the Shareholder or C. N. Jones.

          3.   COVENANTS, REPRESENTATIONS AND WARRANTIES OF BUYER
               --------------------------------------------------

          3.1  Covenants, Representations and Warranties. Buyer hereby
               -----------------------------------------
          covenants, represents and warrants  to the Shareholder as follows
          and  acknowledges and  confirms that  the Shareholder  is relying
          upon such covenants, representations and warranties in connection
          with the Transaction and  that unless otherwise indicated herein,
          such covenants, representations and  warranties shall be true and
          correct as at the Closing Date:

               (a)  Organization.  Buyer is  duly incorporated  and validly
                    subsisting under  the laws  of the Province  of Ontario
                    and  has  the  corporate  power  to  own  or  lease its
                    property  and to  carry on  its business  as it  is now
                    being conducted and on the Closing Date Buyer will have
                    the corporate power to execute, deliver and perform its
                    obligations  under   this  Agreement.  Buyer   is  duly
                    qualified to do business in those jurisdictions wherein
                    the failure to so qualify could have a Material Adverse
                    Effect on Buyer.

               (b)  Corporate Authority.  On the Closing  Date, Buyer  will
                    have taken all requisite  corporate action to authorize
                    the valid execution,  delivery and performance  of this
                    Agreement and the consummation of the Transaction.

               (c)  Agreement  Enforceable.  This  Agreement constitutes  a
                    valid   and   legally  binding   obligation   of  Buyer
                    enforceable against Buyer in accordance with its terms.

               (d)  Securities Laws  Matters.   The common shares  of Buyer
                    are  listed  and  posted for  trading  on  the  TSE and
                    Nasdaq.    Buyer  is  in  compliance  in  all  material
                    respects  with all applicable  requirements of  the TSE
                    and Nasdaq concerning maintenance  of such listings and
                    has  received no  notification  nor has  any reasonable
                    basis  to believe  that such  listings may  or  will be
                    terminated.   Buyer is  a "reporting issuer"  under the
                    Securities  Exchange  Act  of  1934,  as  amended,  the
                    Securities Act, Ontario and  the Securities Act, Quebec
                    and  is  not  in   material  default  of  any  of   its
                    requirements under any such legislation, regulations or
                    published policies thereunder.

               (e)  No  Violations.   The  execution and  delivery of  this
                    Agreement  and all other agreements contemplated herein
                    by  Buyer and  the  observance and  performance of  the
                    terms  and provisions  of this  Agreement and  any such
                    agreements; (i) does not and will not require Buyer  to
                    obtain  or make  any consent,  authorization, approval,
                    filing  or  registration under  any law,  by-law, rule,
                    regulation, judgment, order, writ, injunction or decree
                    which is binding upon Buyer; (ii) does not and will not
                    constitute  a  violation  or   breach  of  the  charter
                    documents or by-laws  of Buyer; (iii) does not and will
                    not constitute a violation or breach of applicable law,
                    any material  provision of any Contract  to which Buyer
                    is a  party or  by which  Buyer is  bound  or any  law,
                    by-law,  rule,  regulation,   judgment,  order,   writ,
                    injunction or decree applicable to Buyer; and (iv) does
                    not  and will  not constitute  a material  default (nor
                    would  with the passage of time or the giving of notice
                    or both  or otherwise,  constitute a  material default)
                    under any Contract,  to which  Buyer is a  party or  by
                    which Buyer is bound.

          4.   COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
               ------------------------------------------------------------

          4.1  Covenants, Representations and Warranties.  The Shareholder
               -----------------------------------------
          hereby covenants, represents and warrants to Buyer as follows and
          acknowledges  and  confirms  that  Buyer  is  relying  upon  such
          covenants, representations and warranties in connection  with the
          Transaction  and that  unless  otherwise  indicated herein,  such
          covenants,  representations  and  warranties  shall  be  true and
          correct as at the Closing Date:

               (a)  Legal Capacity of Shareholder and Authority of Signatory.
                    --------------------------------------------------------
                    The Shareholder  has the legal  capacity and competence
                    to execute,  deliver and perform his  obligations under
                    this  Agreement.  The  Shareholder  is  a  duly  formed
                    limited  partnership and  validly subsisting  under the
                    laws  of  Texas.    True  and  correct  copies  of  the
                    Shareholder's  Certificate  of Limited  Partnership and
                    Limited  Partnership Agreement  are attached  hereto as
                    Schedule   4.1(a).    The   individual  executing  this
                    Agreement  as  agent  for   the  Shareholder  has  been
                    properly authorized by the Shareholder to do so. 

               (b)  Organization.  CCG is duly incorporated and validly
                    ------------
                    subsisting  under  the  laws   of  Texas  and  has  the
                    corporate power to  own or  lease its  property and  to
                    carry  on its business as it is now being conducted and
                    has the corporate power to execute, deliver and perform
                    its  obligations  under  this  Agreement.  CCG is  duly
                    qualified to do business in those jurisdictions wherein
                    the failure to so qualify could have a Material Adverse
                    Effect on  CCG, being those jurisdictions  set forth on
                    Schedule 4.1(b).

               (c)  Corporate Authority.  The Shareholder has caused CCG to
                    -------------------
                    take all  requisite corporate  action to  authorize the
                    valid  execution,  delivery  and  performance  of  this
                    Agreement and the consummation of the Transaction.

               (d)  No Violations.  The execution and delivery of this
                    -------------
                    Agreement and all other agreements  contemplated herein
                    by the  Shareholder and the observance  and performance
                    of  the terms and provisions of  this Agreement and any
                    such  agreements; (i) does not and will not require the
                    Shareholder  or  CCG to  obtain  or  make any  consent,
                    authorization, approval, filing  or registration  under
                    any law,  by-law,  rule, regulation,  judgment,  order,
                    writ, injunction  or decree  which is binding  upon the
                    Shareholder  or  CCG;  (ii)   does  not  and  will  not
                    constitute  a  violation  or  breach  of  the   charter
                    documents or by-laws  of CCG; (iii)  does not and  will
                    not constitute a violation or breach of applicable law,
                    any  material provision  of any  Contract to  which the
                    Shareholder  or  CCG   is  a  party  or  by  which  the
                    Shareholder or CCG  is bound or any  law, by-law, rule,
                    regulation, judgment, order, writ, injunction or decree
                    applicable to the Shareholder or CCG; (iv) does not and
                    will  not  constitute a  default  (nor  would with  the
                    passage  of time  or the  giving of  notice or  both or
                    otherwise, constitute a default) under any Contract, to
                    which the Shareholder  or  CCG is  a party or  by which
                    the Shareholder or CCG  is bound; and (v) does  not and
                    will not result  in the creation  or imposition of  any
                    Encumbrance on CCG Shares or  any property or assets of
                    the Shareholder or CCG.

               (e)  Issued Shares. All of the issued and outstanding shares
                    -------------
                    of CCG,  being CCG  Shares, have been  duly authorized,
                    created  and issued  as  fully paid  and non-assessable
                    shares.    There  are   outstanding  no  other  shares,
                    warrants, rights or  securities convertible into shares
                    or any other evidence whatsoever of an interest in CCG.

               (f)  Owner of CCG Shares.  The Shareholder is the owner
                    -------------------
                    beneficially and of record of CCG Shares in the amounts
                    and  proportions identified on Schedule 4.1(f), hereto,
                    and  has good  and marketable  title thereto,  free and
                    clear of any Encumbrances  and/or  pre-emptive  rights.
                    The Shareholder has the  exclusive right and full power
                    to transfer CCG Shares to Buyer as herein contemplated,
                    free and clear of any Encumbrances.

               (g)  Subsidiaries. CCG has no Subsidiaries and owns no shares
                    ------------
                    of  any other  corporation  or entity  nor any  rights,
                    warrants or other securities convertible into shares of
                    any other corporation or  entity.  CCG is not  bound by
                    or  a  party to  any  Contract  which contemplates  its
                    amalgamation,    merger,    consolidation   or    other
                    acquisition with or by any other entity.

               (h)  Acts of Bankruptcy.  Neither the Shareholder nor CCG is
                    ------------------
                    insolvent, has proposed a compromise or arrangement  to
                    its  or  their  creditors   generally,  has  taken  any
                    proceeding with respect to a compromise or arrangement,
                    has  taken  any  proceeding  to  have  itself  declared
                    bankrupt or wound-up, has  taken any proceeding to have
                    a receiver appointed of any part of their assets and at
                    present,   no  encumbrancer   or  receiver   has  taken
                    possession of any of their property and no execution or
                    distress  is  enforceable or  levied  upon  any of  its
                    property  and  no petition  for  a  receiving order  in
                    bankruptcy is filed against them.

               (i)  Private Company. CCG does not distribute its securities
                    ---------------
                    to the public.

               (j)  Resident.  The Shareholder is a resident of the United
                    --------
                    States.   CCG's principal  place of business  is within
                    the United States.

               (k)  Actions - CCG Shares.  There is not pending or, to the
                    --------------------
                    Best  Knowledge  of   the  Shareholder,  threatened  or
                    contemplated,  any  suit,  action,   legal  proceeding,
                    litigation  or governmental  investigation of  any sort
                    which would; (i) in any manner restrain or  prevent the
                    Shareholder from effectually  and legally  transferring
                    CCG Shares to Buyer  in accordance with this Agreement;
                    (ii)  cause an  Encumbrance  to attach  to CCG  Shares;
                    (iii)  divest  title  to   CCG  Shares  in  any  manner
                    whatsoever; or  (iv) make  Buyer liable for  damages in
                    connection with the Transaction.

               (l)  Litigation.  Other than in the course of insurance
                    ----------
                    business  related claims,  and except  as set  forth on
                    Schedule 4.1(l), there  is not pending, or, to the Best
                    Knowledge   of   the    Shareholder,   threatened    or
                    contemplated,  any  suit,  action,   legal  proceeding,
                    litigation  or governmental  investigation of  any sort
                    relating to the Shareholder, CCG or the Transaction nor
                    is there  any present  state of facts  or circumstances
                    which can be reasonably  anticipated to be a  basis for
                    any such suit, action, legal proceeding,  litigation or
                    governmental  investigation  nor  is   there  presently
                    outstanding   against  the   Shareholder  or   CCG  any
                    judgment,  decree, injunction,  rule  or  order of  any
                    court,  governmental  department,  commission,  agency,
                    instrumentality or arbitrator.

               (m)  Minute Books.  The minute book of CCG contains accurate
                    ------------
                    and  complete copies  of  its organizational  documents
                    together  with minutes  of all  meetings of  directors,
                    committees and  shareholders of CCG.   The articles and
                    the  by-laws of  CCG are  attached as  Schedule 4.1(m).
                    There are  outstanding no applications or filings which
                    would alter in any  way the organizational documents or
                    corporate  status of  CCG.   No resolutions  or by-laws
                    have been  passed, enacted, consented to  or adopted by
                    the  directors or  shareholders  of CCG  except as  are
                    contained in the minute book of CCG.  The directors and
                    officers of CCG are as set forth on Schedule 4.1(m)(1).

               (n)  Books of Account.  The books of account and financial
                    ----------------
                    records  of  CCG fairly  set  out and  disclose  in all
                    material  respects, the  current financial  position of
                    CCG.  All material transactions involving CCG have been
                    accurately  recorded in  such books  and records.   All
                    bonuses, commissions and other payments relating to the
                    employees of CCG are reflected in the books of CCG in a
                    manner  consistent with  past record  keeping practices
                    and none of such payables are in arrears.

               (o)  Permits and Licenses.  CCG has all necessary permits,
                    --------------------
                    certificates, licenses, approvals,  consents and  other
                    authorizations  required  to   carry  on  and   conduct
                    business and to own, lease or operate its assets at the
                    places  and in  the manner  in  which such  business is
                    conducted.   Schedule 4.1(o) contains a  full, complete
                    and  accurate  list   of  such  permits,  certificates,
                    licenses, approvals, consents and other authorizations.

               (p)  Financial Statements.  True copies of CCG's audited
                    --------------------
                    and/or unaudited financial statements as of and for the
                    year ended December 31, 1996, and as of and for the six
                    months  ended  June   30,  1997  (the  "CCG   Financial
                    Statements") are  annexed  hereto as  Schedule  4.1(p).
                    The CCG Financial Statements:

                    (1)  Have   been  prepared  in   accordance  with  U.S.
                         generally  accepted accounting  principles applied
                         on a basis consistent  with those of the preceding
                         fiscal period.

                    (2)  Present   fairly   the  assets,   liabilities  and
                         financial  position of CCG as of June 30, 1997 and
                         the  results of  operations  for the  period  then
                         ended subject  to normal year end  adjustments, if
                         applicable.  Other than the  liabilities specified
                         in the balance sheet forming part of CCG Financial
                         Statements or incurred since the Reference Date in
                         the ordinary  course of business (all  of which is
                         consistent  with past practice) or otherwise noted
                         or  disclosed  in  this  Agreement,  to  the  Best
                         Knowledge of  the Shareholder, there are  no known
                         liabilities   or   obligations  of   CCG  (whether
                         absolute,   contingent  or   otherwise)  including
                         without limitation,  any Tax liabilities due or to
                         become  due  or contingent  losses  for unasserted
                         claims which are capable of assertion.

                    (3)  Are substantially in accordance with the books and
                         records of CCG.

                    (4)  Contain  and reflect all necessary adjustments for
                         a  fair presentation of  the results of operations
                         and  financial  position  of CCG  for  the  period
                         covered thereby.

                    (5)  Contain   and   reflect   adequate  provision   or
                         allowance    for   all    reasonably   anticipated
                         liabilities, expenses and losses of CCG.

               (q)  Guarantees. Except as disclosed on Schedule 4.1(q), CCG
                    ----------
                    does  not have  any outstanding  guarantees or  has any
                    outstanding  security   for  any  liability,   debt  or
                    obligation of any Person.

               (r)  Bonds, Debentures.  CCG does not have any outstanding
                    -----------------
                    bonds or debentures,  and it is not under any agreement
                    to  create  or issue  any  bonds,  debentures or  other
                    indebtedness.

               (s)  No Further Expenditures.  No capital expenditures or
                    -----------------------
                    leasehold improvements have been  made by CCG since the
                    date  of CCG  Financial Statements,  other than  in the
                    ordinary course of business.

               (t)  Dividends or Distributions.  Except as disclosed on
                    --------------------------
                    Schedule 4.1(u), no dividends or other distributions on
                    any  of  the shares  in the  capital  of CCG  have been
                    authorized,  declared or  paid  since the  date of  CCG
                    Financial Statements and there  has not been any direct
                    or indirect  redemption, purchase or acquisition of any
                    such shares.

               (u)  No Changes. Since the Reference Date, CCG has carried on
                    ----------
                    business and conducted its operations  and affairs only
                    in the ordinary and  normal course consistent with past
                    practice and there has not been:

                    (1)  Any  material  adverse  change  in  the  condition
                         (financial  or  otherwise),  assets,  liabilities,
                         operations,  earnings,  business  or prospects  of
                         CCG.

                    (2)  Any  damage, destruction or  loss (whether  or not
                         covered  by insurance)  affecting the  property or
                         assets of CCG or any failure to regularly maintain
                         and  repair  such  property   and  assets  in  the
                         ordinary course of business.

                    (3)  Any  payment, discharge  or  satisfaction  of  any
                         Encumbrance,  liability  or   obligation  of   CCG
                         (whether   absolute,    accrued,   contingent   or
                         otherwise  and  whether  due  or  to  become  due)
                         greater  than  $1,000.00  other  than  payment  of
                         accounts  payable and Tax  liabilities incurred in
                         the  ordinary course  of business  consistent with
                         past practice.

                    (4)  Any  issuance  or  sale  by CCG  or  any  Contract
                         entered into  by CCG for  the issuance or  sale by
                         CCG of any shares in the capital  of or securities
                         convertible into or exercisable into shares in the
                         capital of CCG.

                    (5)  Any labor disturbances  having a Material  Adverse
                         Affect on CCG.

                    (6)  Any    license,   sale,    assignment,   transfer,
                         disposition,  pledge, mortgage  or  granting of  a
                         security interest or other Encumbrance  on or over
                         any property or  assets of CCG  other than in  the
                         ordinary course of business.

                    (7)  Any  write-off  as  uncollected  of  any  Accounts
                         Receivable or any portion  there of CCG in amounts
                         exceeding the allowance set  out in CCG  Financial
                         Statement.

                    (8)  Any cancellation  of any other debts  or claims or
                         any amendment, termination or  waiver of any other
                         rights  of  value  to  CCG  in  amounts  exceeding
                         $1,000.00  in  each instance  or $5,000.00  in the
                         aggregate.

                    (9)  Any  general  increase  in  the   compensation  of
                         employees  of  CCG (including  without limitation,
                         any  increase pursuant  to  any  employee plan  or
                         commitment)   or   any   increase   in   any  such
                         compensation  or bonus  payable  to  any  officer,
                         employee, consultant  or agent thereof  (having an
                         annual   salary  or  remuneration   in  excess  of
                         $30,000.00)  or  the  making  of any  loan  to  or
                         engagement in  any transaction with  any employee,
                         officer or director of CCG.

                    (10) Any  material  change  in  the accounting  or  tax
                         practices followed by CCG.

                    (11) Any  acquisition,  transfer,  assignment, sale  or
                         other disposition  of any  of the assets  shown in
                         CCG  Financial  Statements   other  than  in   the
                         ordinary course of business.

                    (12) Any institution or  settlement of any  litigation,
                         action   or  proceeding   before   any  court   or
                         governmental body by or against CCG.


                    (13) The  creation  of  any  debts  and/or  liabilities
                         whatsoever (whether  accrued, absolute, contingent
                         or otherwise) other than in the ordinary course of
                         business.

               (v)  Taxes.  Except as reserved for in CCG Financial
                    -----
                    Statements:

                    (1)  All returns,  including reports of every kind with
                         respect to Taxes, which are due to have been filed
                         by  CCG in  accordance with  applicable law,  have
                         been duly filed by the dates prescribed by law and
                         are complete and accurate.

                    (2)  All Taxes,  deposits or  other payments  for which
                         CCG  may  have  any  liability  arising  prior  to
                         Closing  have  been paid  in  full  or accrued  as
                         liabilities for Taxes on the books of CCG.

                    (3)  All  installments  for  Taxes  which  CCG  may  be
                         required to make have been made on a timely basis.

                    (4)  The amount so paid on or before the Reference Date
                         together with any  amounts accrued as  liabilities
                         for Taxes (whether accrued as currently payable or
                         deferred taxes) on the  books and in CCG Financial
                         Statements  will  be   adequate  to  satisfy   all
                         liabilities  for Taxes of  CCG in any jurisdiction
                         in respect of the periods covered.

                    (5)  There are not now any extensions of time in effect
                         with respect  to the  dates on which  any returns,
                         including elections, reports of Taxes  were or are
                         due  to  be  filed   by  CCG  and  there  are   no
                         outstanding requests therefor.

                    (6)  All assessments or reassessments of Taxes asserted
                         as  a result of  any examination of  any return or
                         report  of Taxes have been  paid by CCG, have been
                         accrued on the  books of CCG and  in CCG Financial
                         Statements  or finally  settled and  no  issue has
                         been raised  in  any such  examination  which,  by
                         application  of the  same  or similar  principles,
                         reasonably  could  be  expected  to  result  in  a
                         proposed deficiency  for any  other period  not so
                         examined.

                    (7)  No  payments are or will be required to be made by
                         CCG  pursuant to any  tax indemnity, allocation or
                         sharing agreement and all  such agreements will be
                         terminated with respect to CCG as of the Reference
                         Date;

                    (8)  No claims, proposals, assessments or reassessments
                         for  any Taxes are being asserted  or, to the Best
                         Knowledge   of   the   Shareholder,  proposed   or
                         threatened  and,  to  the Best  Knowledge  of  the
                         Shareholder,  no  audit  or investigation  of  any
                         return or report of  Taxes is currently under way,
                         pending or threatened.

                    (9)  There are  no outstanding waivers or agreements by
                         CCG for  the extension of time  for the assessment
                         or reassessment of any Taxes or deficiency thereof
                         nor   are   there   any   requests   for  rulings,
                         outstanding subpoenas or requests for information,
                         notice  of proposed  reassessment of  any property
                         owned or leased by CCG or any other matter pending
                         between CCG and any taxing authority.
                                                                           
                    (10) There are  no liens for  Taxes upon CCG  shares or
                         upon any  property or  assets of CCG  except liens
                         for current Taxes not yet due.

                    (11) To the Best Knowledge of the Shareholder there are
                         no facts  which exist or have  existed which would
                         constitute grounds for the assessment of any Taxes
                         of CCG with respect to  the periods which have not
                         been audited  by the  Internal Revenue Service  or
                         other taxing authorities.

                    (12) CCG  has withheld  from each  payment made  to its
                         officers,  directors  and  employees   and  former
                         officers,  directors and employees,  the amount of
                         all  Taxes  and other  deductions  required  to be
                         withheld therefrom  and has  paid the same  to the
                         proper tax and other receiving officers within the
                         time required under applicable legislation.

                    (13) Adequate  provision,  including  provision in  the
                         deferred   tax  account  has  been  made  for  all
                         deferred and accrued  Tax liabilities with respect
                         to operations of CCG for the period  ending on the
                         Reference Date.

               (w)  Assets. CCG has good and marketable title to all of its
                    ------
                    assets as reflected  on CCG Financial Statements,  free
                    and clear of all Encumbrances save and except for those
                    assets  sold, assigned, transferred  or disposed  of in
                    the ordinary course of business and save and except for
                    the encumbrances identified in Schedule 4.1(x), hereto.

               (x)  Schedules.  The Schedules hereto contain full, complete
                    ---------
                    and accurate lists and descriptions of the following as
                    at the Reference Date:

                    (1)  Schedule 4.1(y)(1):   All real  property owned  of
                         record or beneficially of CCG.

                    (2)  Schedule  4.1(y)(2):     All  items   of  tangible
                         personal  property  (other   than  raw   material,
                         purchased parts, work  in process, finished  goods
                         and  other  items  of   inventory),  if  any,  not
                         reflected on  any other Schedule  hereto having  a
                         book  value of $1,000 or  more and owned of record
                         or   beneficially   by   CCG,  including   without
                         limitation,   automobiles,    trucks   and   other
                         vehicles.

                    (3)  Schedule 4.1(y)(3):   All purchase commitments  of
                         CCG where the amount remaining unpaid is in excess
                         of  $5,000  and  all sales  commitments  where the
                         total  value of the  commitment which is presently
                         unpaid exceeds $10,000 of CCG.

                    (4)  Schedule  4.1(y)(4):   Each  lease  (including all
                         amendments   thereto)   where  the   total  amount
                         remaining to be paid thereunder  exceeds $5,000.00
                         under  which  CCG  is  a lessee  of  any  personal
                         property  and  each  real  property  lease.    All
                         rentals due  under all such leases  have been paid
                         up to  and including the Reference  Date and there
                         are no  defaults by  CCG under  the terms  of such
                         leases and  no event has occurred  which, upon the
                         passage of time  or the giving  of notice or  both
                         would result  in an  event of  default  by CCG  or
                         would  prevent CCG  from exercising  and obtaining
                         the benefits  of any  rights or  options contained
                         therein.  CCG has all right, title and interest of
                         the lessee under the terms of each such lease free
                         and clear of any  Encumbrances and all such leases
                         are  valid and  in  full force  and  effect.   The
                         Transaction does not constitute  a default by  the
                         Shareholder or  CCG under any such  leases and the
                         consent of  the lessors  under such leases  is not
                         required with respect to this Transaction.

                    (5)  Schedule  4.1(y)(5):    All Intellectual  Property
                         that  is directly  or indirectly  owned, licensed,
                         used, required  for use or controlled  in whole or
                         in  part  by  CCG  and  the  Shareholder  and  all
                         material  licenses  and other  agreements allowing
                         CCG and  the Shareholder to  use the  Intellectual
                         Property   of  other   Persons.     None  of   the
                         Intellectual  Property of CCG  and the Shareholder
                         infringes the Intellectual  Property of any  other
                         Person   and  to   the  Best   Knowledge   of  the
                         Shareholder,  no  activity  of  any  other  Person
                         infringes upon any of the Intellectual Property of
                         CCG or  the Shareholder   to  the extent  that any
                         such  infringement in  either  case  could have  a
                         Material Adverse Effect on CCG or the Shareholder.
                         To the Best Knowledge  of the Shareholder, CCG has
                         been and  is now  conducting business in  a manner
                         which  has not been and is not now in violation of
                         any Intellectual Property of  any other Person and
                         does  not require  a  material license  to operate
                         such  business  as currently  conducted  except as
                         disclosed  on Schedule  4.1(o).   The Intellectual
                         Property of  CCG is sufficient for  the conduct of
                         business of CCG as currently conducted.

                    (6)  Schedule 4.1(y)(6):  The  name and address of each
                         bank, trust company or other financial institution
                         in which CCG has  an account and the names  of all
                         Persons authorized to draw  thereon as well as all
                         powers of attorney granted by CCG.

                    (7)  Schedule 4.1(y)(7):  All insurance policies now in
                         full force and effect (specifying the insurer, the
                         amount of coverage, type of  insurance, the amount
                         of deductible  if any,  the policy number,  expiry
                         date and any pending claims thereunder) maintained
                         by CCG on its assets including without limitation,
                         business   interruption,   personal  and   product
                         liability coverage and by CCG  on the lives of its
                         directors and officers, together with  true copies
                         thereof.  The proceeds  of such policies are fully
                         payable to  CCG.  All premiums  in connection with
                         such policies  are fully paid.   Such insurance is
                         in  amounts  deemed  by   the  Shareholder  to  be
                         sufficient  for all  policy  periods prior  to the
                         Reference   Date  with  respect   to  the  assets,
                         properties,  business,  operations,  products  and
                         services owned or conducted by  CCG.  There are no
                         claims, actions, suits or proceedings  arising out
                         of or  based upon  any of such  insurance policies
                         and to  the Best Knowledge of  the Shareholder, no
                         basis  for   any  such  claim,   action,  suit  or
                         proceeding  exists.   CCG is  not in  default with
                         respect  to any  provisions contained in  any such
                         insurance policy which would adversely  affect its
                         rights to make any  claim under any such insurance
                         policy.

                    (8)  Schedule  4.1(y)(8):   All  major clients  of  CCG
                         (being those  clients of  CCG accounting  for more
                         than 5%  of revenues for the  financial year ended
                         on December  31st.  There has  been no termination
                         or  cancellation of  the business  relationship of
                         CCG  with  any  major  client or  group  of  major
                         clients.


                    (9)  Schedule 4.1(y)(9):   All suppliers or  vendors of
                         products or services to CCG  aggregating more than
                         $5,000 during the period  ending on the  Reference
                         Date, the address of  each such supplier or vendor
                         and the amount sold to CCG  during such period.

                    (10) Schedule 4.1(y)(10):

                         (a)  All written contracts or arrangements for the
                              employment of any officer, employee, agent or
                              consultant of CCG.

                         (b)  A   complete  list   of  all   permanent  and
                              full-time  employees  of CCG,  their salaries
                              and  wage  rates, their  positions  and their
                              length  of  service  and particulars  of  any
                              Contracts,  arrangements  or  understandings,
                              written or oral, with them.

                         (c)  All  bonus, deferred  compensation, severance
                              or   termination  pay,   insurance,  medical,
                              dental,   drug,   profit  sharing,   pension,
                              retirement,  stock  option,  stock  purchase,
                              hospitalization  insurance or  other material
                              plans  or   arrangements  providing  employee
                              benefits  to any current  or former director,
                              officer,  employee or  consultant of  CCG and
                              all relevant vacation policies.

               (y)  Certain Contracts and Commitments. Schedule 4.1(aa) sets
                    ---------------------------------
                    forth a  list and description of  all contracts, leases
                    and licenses of CCG  (the "CCG Contracts") not included
                    on  any  other Schedule.    The  enforceability of  CCG
                    Contracts  will not  be affected in  any manner  by the
                    execution  and  delivery  of   this  Agreement  or  the
                    consummation of the Transaction.  CCG is not in default
                    and there does not exist any event that, with notice or
                    lapse of  time or both,  would constitute  an event  of
                    default by  CCG  under  any  of  CCG  Contracts.    The
                    Shareholder has  no knowledge of any  breach or default
                    by any other  party to CCG Contracts.   The Shareholder
                    will deliver  a  true and  complete  copy of  each  SMG
                    Contract to the  Buyer as soon  as practical after  the
                    Closing Date.

               (z)  No Other Contracts.  For greater certainty and without
                    ------------------
                    limitation, except as set  forth in Schedule 4.1(aa) or
                    otherwise herein, CCG is not a party to or bound by any
                    Contract  which in any way has or could have a Material
                    Adverse  Effect on CCG.  The Contracts set forth in the
                    Schedules  hereto are  not subject to  renegotiation or
                    cancellation resulting from the Transaction.  Except as
                    described  in the Schedules, CCG  is not a  party to or
                    bound by:

                    (1)  Any  Contract  for  the  purchase   of  materials,
                         supplies, equipment or services which involves the
                         payment of $5,000 or more.

                    (2)  Any Contract for the sale, license or provision of
                         any assets  or services which  involve the receipt
                         of $5,000 or more.

                    (3)  Any  trust  indenture, mortgage,  promissory note,
                         loan  agreement, guarantee  or other  Contract for
                         the borrowing of money or a leasing transaction of
                         the type required to be capitalized  in accordance
                         with generally accepted accounting principles.

                    (4)  Any  Contract  for  charitable   contributions  in
                         excess of $5,000 in the aggregate.

                    (5)  Any Contract relating  to a distributorship, sales
                         representative or sales agency agreement.

                    (6)  Any  Contract   which  involves  the   sharing  of
                         profits,  a  joint  venture,   partnership,  joint
                         development or bidding arrangement or any material
                         advertising contracts.

                    (7)  Any Contract  not made  in the ordinary  course of
                         business.

                    (8)  Any Contract restricting in any manner the conduct
                         of  CCG   or the  ownership or  use of  the assets
                         thereof.

                    (9)  Any  material  warranties  relating   to  products
                         distributed or services provided by  CCG.

                    (10) Any Contract involving  the payment or  receipt of
                         $15,000.00 or more in any 12 month period.

                    (11) Any  Contract  required  to  be  disclosed   on  a
                         Schedule  to   this  Agreement  that  is   not  so
                         disclosed.

               (aa) Default of Contracts.  CCG has performed all of the
                    --------------------
                    obligations  required  to be  performed  by  it to  the
                    extent  performance  is  due  and is  entitled  to  all
                    benefits under and is  not in default or alleged  to be
                    in default in respect of, any Contract to which it is a
                    party or by which it is bound.  No event, condition  or
                    occurrence exists  that, after notice or  lapse of time
                    or both, would constitute  a default under any of  such
                    Contracts.     CCG  has  the  capacity,  including  the
                    necessary   personnel,   equipment  and   supplies,  to
                    materially perform  all its obligations under  all such
                    Contracts.

               (ab) Compliance with Laws.  CCG has conducted and is now
                    --------------------
                    conducting  business in  compliance with  all statutes,
                    regulations,  by-laws, orders,  covenants, restrictions
                    or   plans  of   all   federal,   state  or   municipal
                    authorities,  agencies or  boards  applicable  to  such
                    business.    CCG  is  not  in  default  under any  such
                    statutes,  regulations,   by-laws,  orders,  covenants,
                    restrictions or  plans applicable  to it.   Neither CCG
                    nor any  of its directors, officers,  agents, employees
                    or other Persons acting on behalf of CCG have, directly
                    or  indirectly, used  any  corporate funds  of CCG  for
                    unlawful contributions, gifts,  entertainment or  other
                    unlawful expenses relating to political  activity, made
                    any unlawful payments  on behalf of  CCG to foreign  or
                    domestic  government  officials   or  employees  or  to
                    foreign or domestic political parties or campaigns from
                    corporate funds, knowingly made any false or fictitious
                    entry on the books or records of CCG or made any bribe,
                    rebate,  payoff, influence  payment, kickback  or other
                    unlawful payment on behalf of CCG.

               (ac) Leased Premises.  The occupation and use to which the
                    ---------------
                    leased premises of  CCG have been put by  CCG is not in
                    breach  of any applicable  statute, by-law, regulation,
                    covenant   or  restriction  applicable  to  the  leased
                    premises.  The zoning  by-laws applicable to the leased
                    premises of  CCG permit  the operation of  business and
                    the intended use to  be made of the leased  premises by
                    CCG.   There are no outstanding work orders against the
                    leased  premises of  CCG or  any part  thereof nor  are
                    there any matters under  discussion between CCG and any
                    governmental or municipal authority which may give rise
                    to work orders.

               (ad) Environmental Matters.  To the Best Knowledge of the
                    ---------------------
                    Shareholder, the  buildings and premises  at which  CCG
                    carries  on  business  does not  contain  any  material
                    quantities  of  noxious  substances  including  without
                    limitation, urea formaldehyde foam insulation, aluminum
                    wiring,   asbestos,   materials  containing   asbestos,
                    polychlorinated  byphenyls   or  substances  containing
                    polychlorinated  byphenyls  or radon  at  levels deemed
                    unacceptable  by  any  health, labor  or  environmental
                    authority   or   any   federal,   state   or  municipal
                    government.   The  operations  of CCG  in all  material
                    respects  complies  with  all applicable  environmental
                    statutes,  regulations  and  decrees, whether  federal,
                    state or municipal.   CCG has not received  any notices
                    to  the effect that the  business carried on  by CCG is
                    not in  compliance with the  requirements of applicable
                    environmental  statutes, regulations  or decrees  or is
                    subject  to  any  remedial  control or  action  or  any
                    investigation or evaluation as to  whether any remedial
                    action  is   required  to  respond  to   a  release  or
                    threatened   release  of   any  contaminant   into  the
                    environment  or into  any facility  or structure  which
                    forms  part of or is adjacent to the leased premises at
                    which the business is carried on.

               (ae) Employee Plans and Arrangements.  All of the contracts,
                    -------------------------------
                    plans   and  arrangements   referred  to   in  Schedule
                    4.1(y)(10) are in  good standing and  CCG has made  all
                    payments  required  to  be  made by  it  in  connection
                    therewith.  All employee plans requiring funding on the
                    part of CCG  are fully  funded. CCG does  not have  any
                    employees  receiving or  claiming long  term disability
                    benefits or workers' compensation  benefits.  No notice
                    has been received by CCG of any complaints filed by any
                    employees  claiming   that  CCG     has   violated  any
                    applicable   employee  or   human  rights   or  similar
                    legislation  in  any other  jurisdiction  in  which CCG
                    carries on business or of any complaints or proceedings
                    of  any kind  involving  CCG or  any  employees of  CCG
                    before  any  labor  relations  board.    There  are  no
                    outstanding orders or charges against any CCG under any
                    applicable   heath  and   safety  legislation   in  the
                    jurisdictions in  which CCG  carries on business.   All
                    levies,  assessments  and  penalties made  against  CCG
                    pursuant  to  any   applicable  workers'   compensation
                    legislation in  any jurisdictions in which any   of CCG
                    carries on business have  been paid by CCG and  CCG has
                    been reassessed  under any such  legislation during the
                    past 3 years.  CCG has not made any agreements with any
                    labor union or employee association or made commitments
                    to or  conducted negotiations  with any labor  union or
                    employee  association  with   respect  to  any   future
                    agreements and none of the  Shareholder is aware of any
                    current  attempts to  organize or  establish any  labor
                    union or employee association relating to CCG.  CCG has
                    not entered into any agreement or made any arrangements
                    with any employees an  consultants which would have the
                    effect of depriving CCG   of the continued  services of
                    any  such  employees   and  consultants  following  the
                    Closing.

               (af) Omissions and Misrepresentations. None of the foregoing
                    --------------------------------
                    covenants,  representations  and  warranties  knowingly
                    contains  any  untrue  statement  of material  fact  or
                    knowingly omits to state any material fact necessary to
                    make any such covenant, warranty or  representation not
                    misleading to a prospective purchaser of CCG Shares and
                    the Assets seeking full information as to CCG.

          5.   SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES
               -----------------------------------------------------

          5.1  Survival. No investigations made by or on behalf of any Party
               --------
          at any time  shall have  the effect of  waiving, diminishing  the
          scope of  or otherwise affecting any  covenant, representation or
          warranty  made  by any  Party.   No waiver  by  any Party  of any
          condition, in whole or in part, shall operate as a  waiver of any
          other condition.   The covenants, representations  and warranties
          contained  in Articles 3 and 4 respectively or in any certificate
          or other document delivered in connection with the Closing  shall
          survive  the making of this  Agreement and the  Closing until the
          expiration of the  statute of limitations (herein  referred to as
          the  "Survival Period"); provided, however, that if a claim for a
          breach  of  any  such  covenant, representation  or  warranty  is
          brought prior  to  the expiration  of  the Survival  Period  such
          covenant, representation  or warranty shall, for  the purposes of
          such  claim, survive  the  Survival Period  until  such claim  is
          finally resolved  and all  obligations with respect  thereto have
          been fully satisfied.

          6.   INDEMNITY
               ---------

          6.1  Indemnity by Buyer.  Buyer agrees to indemnify and save
               ------------------
          harmless the Shareholder from all Losses actually incurred by the
          Shareholder as a result of any breach by  Buyer or any inaccuracy
          of  any covenant,  representation or  warranty contained  in this
          Agreement.

          6.2  Indemnity by the Shareholder.  The Shareholder agrees to
               ----------------------------
          indemnify  and  save  harmless  Buyer from  all  Losses  actually
          incurred by Buyer as a result of:

               (a)  Any breach by the Shareholder or any  inaccuracy of any
                    covenant,  representation or warranty contained in this
                    Agreement.

               (b)  All  debts and liabilities whatsoever (whether accrued,
                    absolute,  contingent or  otherwise) of  CCG as  at the
                    Reference Date which are not disclosed on, provided for
                    or  included in the balance  sheets forming part of CCG
                    Financial  Statements or  which  did not  arise in  the
                    ordinary  course  of business  since  the  date of  CCG
                    Financial Statements up to the Time of Closing.

               (c)  Any  assessment  or  reassessment  of  Taxes,  interest
                    and/or  penalties for  any period  up to  the Reference
                    Date for  which no  adequate reserve has  been provided
                    and disclosed in CCG Financial Statements.

          6.3  Notice of Claims
               ----------------

               (a)  In  the event  that a  Party (the  "Indemnified Party")
                    shall become  aware of  any Loss  in  respect of  which
                    another  Party  (the  "Indemnifying  Party")  agreed to
                    indemnify   the  Indemnified  Party  pursuant  to  this
                    Agreement    (the    "Indemnification   Claim"),    the
                    Indemnified  Party shall  promptly give  written notice
                    thereof to  the Indemnifying Party.   Such notice shall
                    specify whether  the Indemnification Claim arises  as a
                    result of a claim by  a Person against the  Indemnified
                    Party (a "Third Party Claim") or whether the Loss  does
                    not so  arise (a "Direct Claim") and shall also specify
                    with reasonable particularity  (to the extent that  the
                    information  is available)  the factual  basis  for the
                    Indemnification  Claim and  the amount  of the  Loss if
                    known.

               (b)  If  through  the fault  of  the  Indemnified Party  the
                    Indemnifying Party  does  not  receive  notice  of  any
                    Indemnification  Claim in  time to  contest effectively
                    the determination of any liability susceptible of being
                    contested, the Indemnifying Party shall be  entitled to
                    set off  against the amount claimed  by the Indemnified
                    Party  the  amount  of   any  Losses  incurred  by  the
                    Indemnifying  Party  resulting  from   the  Indemnified
                    Party's failure to give such notice on a timely basis.

          6.4  Investigation of Claims.  With respect to any Direct Claim,
               -----------------------
          following  receipt of  notice from  the Indemnified Party  of the
          Indemnification Claim, the Indemnifying  Party shall have 60 days
          to make such  investigation of  the Indemnification  Claim as  is
          considered  necessary or  desirable.   For  the  purpose of  such
          investigation, the Indemnified Party  shall make available to the
          Indemnifying Party the information relied upon by the Indemnified
          Party  to substantiate the  Indemnification Claim,  together with
          all  such  other  information   as  the  Indemnifying  Party  may
          reasonably request.   If  all Parties  agree at  or prior  to the
          expiration of such  60 day  period (or any  mutually agreed  upon
          extension   thereof)  to   the  validity   and  amount   of  such
          Indemnification Claim, the  Indemnifying Party shall  immediately
          pay to the Indemnified Party the  full agreed upon amount of  the
          Indemnification   Claim,  failing  which   the  matter  shall  be
          determined by a court of competent jurisdiction.

          6.5  Supplemental Rights. The rights and benefits provided in this
               -------------------
          Article  are supplemental  to and  are without  prejudice to  any
          other  rights,  actions  or  causes  of action  which  may  arise
          pursuant  to any other section  of this Agreement  or pursuant to
          applicable law.

          7.   PRE-CLOSING COVENANTS
               ---------------------

          7.1  Operations Before Closing. For greater certainty and without
               -------------------------
          limitation, without the prior written consent of Buyer during the
          period commencing  on the Reference  Date and terminating  at the
          close of business on the Closing Date, the Shareholder; (i) shall
          not make nor shall the Shareholder permit to be made any material
          change in the way of CCG is being operated; and (ii) shall comply
          with all laws in connection with the business of CCG.

          8.   CONDITIONS PRECEDENT TO THE SHAREHOLDER'S OBLIGATIONS AT
               --------------------------------------------------------
               CLOSING
               -------

          8.1  Conditions Precedent.  All obligations of the Shareholder to
               --------------------
          sell  CCG Shares and the  Assets at Closing  under this Agreement
          are  subject  to the  fulfillment (or  waiver  in writing  by the
          Shareholder) prior to or at the  Closing of each of the following
          conditions:

               (a)  Covenants, Representations and Warranties.  The
                    -----------------------------------------
                    covenants, representations and warranties made by Buyer
                    in  or  under  this  Agreement shall  be  true  in  all
                    material respects on and as of the Closing Date and the
                    Shareholder   shall  have   received   from   Buyer   a
                    certificate  signed  as of  the  Closing  Date to  such
                    effect.

               (b)  Actions, Etc. All actions, proceedings, instruments and
                    ------------
                    documents  required   to  carry  out   the  Transaction
                    including  without limitation  the issue  of the  Buyer
                    Shares as contemplated in  this Agreement and all other
                    related legal  matters shall have been  approved by the
                    Shareholder   and  the  Shareholder   shall  have  been
                    furnished  with  such certified  copies of  actions and
                    proceedings and other such instruments and documents as
                    the Shareholder shall have requested.

               (c)  Approvals.  Buyer shall have received all requisite
                    ---------
                    regulatory approvals and board of director approvals in
                    connection with the Transaction.

               (d)  Compliance with Covenants.  Buyer shall have complied
                    -------------------------
                    with all  covenants and agreements herein  agreed to be
                    performed or caused to be performed by Buyer.

               (e)  Approvals and Consents. At or before Closing there shall
                    ----------------------
                    have been obtained from all appropriate federal, state,
                    provincial,   municipal   or   other  governmental   or
                    administrative bodies all such approvals  and consents,
                    if any,  in  form  and on  terms  satisfactory  to  the
                    Shareholder as may  be required in order  to permit the
                    issue  of   the  Buyer  Shares  as   provided  in  this
                    Agreement.

               (f)  Corporate Authorizations. Buyer shall have delivered to
                    ------------------------
                    the   Shareholder   evidence   satisfactory    to   the
                    Shareholder that all necessary corporate authorizations
                    by Buyer authorizing and approving the Transaction have
                    been obtained.  The Buyer  Shares shall have been  duly
                    authorized, created and  validly issued  as fully  paid
                    and  non-assessable   shares  free  and  clear  of  all
                    Encumbrances and shall be listed and posted for trading
                    on the TSE and Nasdaq, subject  only to routine filings
                    and subject to the matters contained in this Agreement.


               (g)  No Orders.  No order of any court or administrative
                    ---------
                    agency shall be in  effect which restrains or prohibits
                    the   Transaction  and   no   suit,  action,   inquiry,
                    investigation or proceeding  in which it will  be or it
                    is sought to restrain, prohibit or  change the terms of
                    or obtain  damages or  other relief in  connection with
                    the Transaction and which in the reasonable judgment of
                    the Shareholder  makes it  inadvisable to proceed  with
                    the consummation  of  the Transaction  shall have  been
                    made, instituted or threatened by any Person.

               (h)  Employment Agreement. - C. N. Jones shall have entered
                    --------------------
                    into an  employment agreement with American  Eco in the
                    form set out in Schedule 8.1(h).

          In case any of the foregoing conditions cannot be fulfilled at or
          before  the Time of Closing to the reasonable satisfaction of the
          Shareholder, the Shareholder may rescind this Agreement by notice
          to  Buyer and in such event all  of the Parties shall be released
          from all obligations hereunder.   Provided however that any  such
          conditions may be  waived in whole or in part  by the Shareholder
          without prejudice  to the  Shareholder's rights of  rescission in
          the event  of  the  non-fulfillment  of any  other  condition  or
          conditions, any such waiver to be binding on the Shareholder only
          if the same is in writing.

          9.   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS AT CLOSING
               ------------------------------------------------------

          9.1  Conditions Precedent.  All obligations of Buyer to purchase
               --------------------
          CCG  Shares  pursuant  to  this  Agreement  are  subject  to  the
          fulfillment (or waiver  in writing by  Buyer) prior to or  at the
          Closing of each of the following conditions:

               (a)  Actions, Etc. All actions, proceedings, instruments and
                    ------------
                    documents   required  to  carry   out  the  Transaction
                    including  without  limitation,  the  transfer  of  CCG
                    Shares and  all other related legal  matters shall have
                    been  approved  by  Buyer  and Buyer  shall  have  been
                    furnished  with such  certified  copies of  actions and
                    proceedings and other such instruments and documents as
                    Buyer shall have requested.

               (b)  Covenants, Representations and Warranties.  The
                    -----------------------------------------
                    covenants, representations and  warranties made by  the
                    Shareholder in or under this Agreement shall be true in
                    all material respects on and as of the Closing Date and
                    Buyer  shall  have  received  from  the  Shareholder  a
                    certificate signed as  of the Closing Date  and to such
                    effect.

               (c)  Approvals.  Buyer shall have received all requisite
                    ---------
                    regulatory approval and board  of director approvals in
                    connection with the Transaction.

               (d)  Resignations.  All of the directors and officers of CCG
                    ------------
                    shall have resigned as directors and officers of CCG in
                    favor  of  nominees  of  the Buyer  and  the  resigning
                    directors  and officers  of  CCG  shall have  delivered
                    releases to  CCG and  the Buyer  in form  and substance
                    reasonably satisfactory to the Buyer.

               (e)  Compliance with Covenants.  The Shareholder shall have
                    -------------------------
                    complied  with  all  covenants  and  agreements  herein
                    agreed to be performed or caused to be performed by the
                    Shareholder.

               (f)  Approvals and Consents. At or before Closing there shall
                    ----------------------
                    have been obtained from all appropriate federal, state,
                    municipal  or  other  governmental   or  administrative
                    bodies all such approvals and consents, if any, in form
                    and on terms reasonably satisfactory to Buyer as may be
                    required in order to transfer CCG Shares at Closing  as
                    herein provided.

               (g)  Permits and Licenses.  Buyer shall have been furnished
                    --------------------
                    with  evidence that  CCG  holds all  valid permits  and
                    licenses as may be requisite for carrying on business.

               (h)  Corporate Authorizations.  The Shareholder shall have
                    ------------------------
                    delivered  to Buyer evidence satisfactory to Buyer that
                    all   necessary   corporate   authorizations   by   the
                    Shareholder  and  CCG  authorizing  and  approving  the
                    Transaction have been obtained.

               (i)  No Orders.  No order of any court or administrative
                    ---------
                    agency shall be in  effect which restrains or prohibits
                    the   Transaction   and  no   suit,   action,  inquiry,
                    investigation or proceeding in  which it will be or  it
                    is sought to restrain, prohibit  or change the terms of
                    or obtain  damages or  other relief in  connection with
                    the  Transaction and  which  in the  judgment of  Buyer
                    makes it  inadvisable to proceed with  the consummation
                    of the Transaction shall  have been made, instituted or
                    threatened by any Person.

               (j)  Employment Agreement. C. N. Jones shall have entered into
                    --------------------
                    an  employment agreement with American  Eco in the form
                    set out in Schedule 8.1(h).

               In case any  of the foregoing conditions cannot be fulfilled
          at or  before the Time of  Closing to the  satisfaction of Buyer,
          Buyer may rescind this Agreement by notice to the Shareholder and
          in  such event the Parties shall be released from all obligations
          hereunder.   Provided however  that any  such  conditions may  be
          waived in whole or in part by Buyer without prejudice  to Buyer's
          rights of rescission in  the event of the non-fulfillment  of any
          other condition or conditions,  any such waiver to be  binding on
          Buyer only if the same is in writing.

          10.  MISCELLANEOUS
               -------------

          10.1 Tender.  Any tender of documents or money hereunder may be
               ------
          made  upon the Parties or upon their respective solicitors as set
          forth herein.

          10.2 Notices.  All notices, requests, demands or other
               -------
          communications by  the Parties required or permitted  to be given
          by  one Party  to another shall  be given in  writing by personal
          delivery,   telecopy,  registered  or   certified  mail,  postage
          prepaid, addressed,  telecopied or delivered to  such other Party
          as follows:

               (a)  if to the Shareholder, to:    C. N. Jones
                                                  Commercial Construction
                                                  Group, Inc.
                                                  6350 LBJ Freeway
                                                  Suite 269
                                                  Dallas, Texas 75240
                                                  Fax: 972/385-8817

               (b)  if to American Eco, to:       American Eco Corporation
                                                  ATTN: Michael E. McGinnis
                                                  11011 Jones Road
                                                  Houston, Texas 77070
                                                  Fax: 281/774-7001

          or at  such other address or telecopier number as may be given by
          any of  them to the others in writing  from time to time and such
          notices,  requests,  demands  or  other  communications  shall be
          deemed  to  have  been  received when  delivered,  if  personally
          delivered,  on the  date telecopied  (with receipt  confirmed) if
          telecopied and received at or prior  to 5:00 p.m. local time and,
          if not,  on the next  Business Day,  and if mailed,  on the  date
          received as certified.

          10.3 Further Assurances. The Parties shall sign such other papers,
               ------------------
          cause  such meetings to  be held, resolutions  passed and by-laws
          enacted and exercise their vote and influence, do and perform and
          cause to  be done and performed  such further and  other acts and
          things as may  be necessary  or desirable in  order to give  full
          effect to this Agreement and every part hereof.

          10.4 Laws.  This Agreement shall be governed by the laws of Texas
               ----
          and the Parties hereby irrevocably attorn to the Courts of Harris
          County, Texas.

          10.5 Expenses.  All out-of-pocket expenses (including legal and
               --------
          accounting  expenses) incurred in connection with the Transaction
          shall be borne by the respective Parties.

          10.6 Time of the Essence.  Time shall be of the essence of this
               -------------------
          Agreement and of every part hereof and no extension nor variation
          of this Agreement shall operate as a waiver of this provision.

          10.7 Entire Agreement.  This Agreement constitutes the entire
               ----------------
          agreement  between the Parties with respect to all of the matters
          herein.    This  Agreement  supersedes any  and  all  agreements,
          understandings and representations made between the Parties prior
          to the date hereof.   This Agreement shall not be amended  except
          by a memorandum in writing  signed by all of the Parties  and any
          amendment  hereof shall be null and void and shall not be binding
          upon any Party which has not given its consent as aforesaid.

          10.8 Assignment.  No Party may assign this Agreement or any part
               ----------
          hereof without  the prior  written consent  of the  other Parties
          which  consent  may be  unreasonably  withheld.   Subject  to the
          foregoing,  this Agreement shall enure  to the benefit  of and be
          binding  upon the  Parties  and their  respective successors  and
          permitted assigns, but no other Person.

          10.9 Invalidity.  In the event that any of the covenants,
               ----------
          representations and  warranties or any portion  of them contained
          in this Agreement  are unenforceable or are  declared invalid for
          any reason whatsoever, such  unenforceability or invalidity shall
          not affect the enforceability or validity of the  remaining terms
          or  portions  thereof  contained   in  this  Agreement  and  such
          unenforceable or invalid,  covenant, representation and  warranty
          or  covenant  or portion  thereof  shall  be severable  from  the
          remainder of this Agreement.

          10.10 Counterpart.  This Agreement may be executed in several
                -----------
          counterparts, each of which so executed  shall be deemed to be an
          original  and  such   counterparts  when  taken   together  shall
          constitute one  and the  same original agreement  which shall  be
          binding on the Parties hereto.

          10.11 Special Condition.  The parties acknowledge that as of the
                -----------------
          Closing  Date, all of the  schedules and exhibits  referred to in
          this Agreement have not been prepared or approved by the parties.
          In  the event  that  the parties  have  not approved  all  of the
          schedules  and exhibits within sixty (60)  days after the Closing
          Date,  either  party may  elect  to  rescind  this Agreement,  by
          notifying  the  other  party  in  writing,  in  which  event  all
          consideration paid or delivered by either party shall be promptly
          returned and the parties cooperate  with each other in  unwinding
          the transaction.

                                      * * * * *


          <PAGE>


               IN  WITNESS  WHEREOF the  Parties  have  duly executed  this
          Agreement, in  multiple counterparts,  as of  the  date and  year
          first above written.


                                        AMERICAN ECO CORPORATION 


                                        By:  /s/ Michael E. McGinnis      
                                            ---------------------------
                                        Name: Michael E. McGinnis         
                                             -------------------------
                                        Title: President/CEO             
                                              ------------------------
                                        Date: September 1,  1997       


                                        JONES PARTNERS, LTD.


                                        By: /s/ C.N. Jones
                                            --------------------------
                                        Name: C.N. Jones
                                             ------------------------
                                        Title: General Partner      
                                              -----------------------
                                        Date: September 1, 1997