EXHIBIT 10.11.1
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                                 EMPLOYMENT AGREEMENT
                                 --------------------
           AGREEMENT, made effective the 1st day of December, 1995 (the
      "Effective Date") between American Eco Corporation ("Company"), having its
      principal office at 1325 South Creek Drive, Suite 100, Houston, Texas 
      77084; and Michael E. McGinnis, an individual ("Employee") residing at
      20415 Chapel Glen Court, Katy, Texas 77450.

           WHEREAS, Company desires to continue to retain the services of
      Employee to serve as the President and Chief Executive Officer of Company;
      and

           WHEREAS, Employee is willing to continue to serve as the President
      and Chief Executive Officer of Company, all upon the terms and subject to
      the conditions hereinafter set forth; and

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

           A.   EMPLOYMENT.
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                1.   Throughout the effective term of this Agreement, Company
      shall employ Employee and Employee shall render services to Company and
      the businesses heretofore and hereafter conducted by Company in the
      capacity and with the title of President and Chief Executive Officer of
      Company.  Employee shall perform all services, acts or things necessary or
      advisable to manage, supervise and conduct the business of Company,
      subject to the policy set by the Board of Directors.  Employee shall have
      full authority to act on behalf of the Company, except to the extent
      limited by the Bylaws of the Company.

                2.   Throughout the period of his employment hereunder, Employee
      shall devote his business time, attention, knowledge and skills,
      faithfully, diligently and to the best of his ability, to the active
      performance of his duties hereunder.

           B.   TERM OF EMPLOYMENT; TERMINATION OF AGREEMENT.
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                1.   Subject to the earlier termination of this Agreement in
      accordance with the terms hereof, the term of this Agreement shall
      commence, effective as of December 1, 1995 (the "Commencement Date") and
      the term of this Agreement shall continue through and include November 30,
      2000 (the "Termination Date").

                2.   Anything contained in Section 1 to the contrary
      notwithstanding, this Agreement may be terminated at the option of Company
      for "Cause" (as herein defined), effective upon the giving of written
      notice of termination to Employee.  As herein used, the term for "Cause"
      shall mean and be limited to:

                (a)  any act committed by Employee against Company, its parent
      or subsidiaries or divisions constituting:  (A) fraud, (B)
      misappropriation of corporate opportunity, (C) self-dealing, (D)
      embezzlement of funds, (E) felony conviction for conduct involving moral
      turpitude or other criminal conduct adversely affecting the operations of
      Company, or its parent or subsidiaries or divisions, or (F) the continued
      disregard by Employee of the reasonable directions and policies of the
      Board of Directors of Company, provided that such disregard or non-
      compliance by Employee continues for a period of sixty days after written
      notice thereof is delivered to the Employee by the Board of Directors of
      Company; or

                (b)  the breach or default by Employee in the performance of any
      material covenant on the part of Employee to be performed under this
      Agreement; or

                (c)  chronic alcoholism or any other form of addition which
      impairs Employee's ability to perform his duties hereunder.

                3.   Anything contained in Section 1 to the contrary
      notwithstanding, this Agreement may be terminated by Company (i) upon the
      death of Employee, or (ii) on thirty (30) days' prior written notice to
      Employee, in the event that Employee shall be physically or mentally
      disabled or impaired so as to prevent him from continuing the normal and
      proper performance of his duties and responsibilities hereunder for a
      period of three (3) consecutive months.

                The initial determination as to whether Employee is disabled or
      impaired shall be made by the physician regularly treating the condition
      causing the disability.  Company shall have the right to require Employee
      to be examined by a physician duly licensed to practice medicine and
      surgery in the State of Texas to determine such physician's opinion as to
      Employee's disability.  If such physician's opinion differs from that of
      the physician treating Employee, or a physician thereafter retained by
      Employee, they shall forthwith select a third physician so licensed whose
      opinion, after examination and review of available information, shall be
      conclusive and binding upon all parties thereto.  All costs of the
      physician regularly treating or thereafter retained by Employee shall be
      paid by Employee.  All costs of the physician retained by Company shall be
      paid by Company.  If a third physician is required, then the costs of that
      physician shall be paid by Company.

                4.   Upon any termination of this Agreement by Company as a
      result of Employee's death or permanent disability pursuant to Section 3,
      Company shall be liable for, and shall pay or shall cause to be paid to
      Employee or his personal representative, as the case may be, Employee's
      Base Salary for an additional twenty-four (24) month period from the date
      of termination less (in the case of permanent disability) any health and
      disability insurance payments made to or on behalf of Employee during such
      twenty-four (24) month period.

                5.   Upon any termination of this Agreement by Company for Cause
      pursuant to Section 2 above, neither Company nor any shareholder,
      subsidiary or division thereof shall be liable for or shall pay or cause
      to be paid to Employee any further remuneration, compensation or other
      benefits hereunder.

                6.   If Company terminates Employee for any reason other than as
                                                                   -----
      provided: (a) in Section 2, (b) in Section 3, or (c) as a result of
      Employee's voluntary resignation of employment (not constituting a
      constructive discharge), Company shall be obligated to pay or shall cause
      to be paid to Employee the Base Salary, as and when the same would have
      otherwise become due and payable hereunder until the earlier to occur of
      (i) twenty-four (24) months after the date of termination; (ii) the date
      that Employee obtains full time re-employment, unless such re-employment
      is at a rate of compensation that is less than 80% of the Base Salary, in
      which event Company shall pay to Employee the difference between the Base
      Salary and the new compensation, until the earlier of the dates described
      in clauses (i) and (iii) hereof; or (iii) the Termination Date.

                7.   Notwithstanding any termination of this Agreement, whether
      with cause or without cause the provisions of Section D, below, shall
      remain effective and binding on the parties to this Agreement.

           C.   COMPENSATION; EXPENSES; FRINGE BENEFITS.
                ---------------------------------------
                1.   BASE SALARY.  As compensation for his services to be
                     -----------
      rendered hereunder, Company shall pay or cause to be paid to Employee for
      the period commencing as of the Commencement Date and ending on the
      Termination Date, a salary at the rate of Ten Thousand Eight Hundred
      Thirty-Three and No/100 ($10,833.00) Dollars per month, payable in
      accordance with standard company policy.

                2.   EXPENSES.  In addition to the remuneration set forth above,
                     --------
      throughout the period of Employee's employment hereunder, Company shall
      also reimburse, or cause to be reimbursed to Employee, upon presentment by
      Employee to Company, as applicable, of appropriate receipts and vouchers
      therefor, for any reasonable business expenses, including air and other
      travel expenses and customer development expenses, incurred by Employee in
      connection with the performance of his duties and responsibilities
      hereunder.

           3.   FRINGE BENEFITS.  Company shall also make available, or cause
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      to be made available, to Employee, throughout the period of his employment
      hereunder, such benefits, including any disability, hospitalization,
      medical benefit plan, pension plan or other benefits or policy, as are put
      into effect by Company for its other executive employees.

                4.   AUTOMOBILE ALLOWANCE.  In addition to the compensation set 
                     --------------------
      forth above, Employee shall be provided a car or paid a car allowance of
      Seven Hundred Fifty and No/100 ($750.00) Dollars per month.  This amount
      shall be paid on the first day of each month, and the Company shall also
      reimburse Employee for all actual expenses associated with operating and
      maintaining Employee's vehicle.  Employee shall submit receipts or other
      evidence of such expenditures, and Company shall pay these amounts to
      Employee within thirty (30) days of receipt of the invoices.

                5.   STOCK OPTION GRANTS.  In addition to the compensation set 
                     -------------------
      forth above, Company shall issue to Employee an option to purchase twenty
      thousand (20,000) shares of the common stock of the Company per annum
      pursuant to the currently effective Employee Stock Option Plan, as
      approved by the Toronto Stock Exchange.  Employee's vesting rights and
      other rights and privileges with respect to this stock option shall be
      governed by the terms and provisions of said stock option plan, a copy of
      which has been delivered to Employee for his review.  The stock option set
      forth herein is not assignable by Employee.

                6.   ANNUAL BONUS.  In addition to the compensation set forth
                     ------------
      above, Employee shall be entitled to participate in an annual bonus pool
      equal to five percent (5%) of the net profits of Company, payable within
      ninety (90) days of closing of the Company's fiscal year.  Term "Net
      Profit" shall mean the consolidated taxable income of Company for the
      fiscal year of the Company, determined in accordance with generally
      accepted accounting principles, by the certified public accounts retained
      by Company to perform its annual audit.  The distribution of the annual
      bonus pool shall be at the discretion of the President and Chief Executive
      Officer.

           7.   VACATION, HOLIDAY, AND SICK LEAVE.  Employee shall be entitled 
                --------------------------------
      to annual vacations, holidays, and sick leave in accordance with the
      policies and procedures established and in effect from time to time for
      the Company's Employees.

           D.   CONFIDENTIALITY; NON-COMPETITION.
                --------------------------------
                1.   CONFIDENTIALITY INFORMATION; PERSONAL RELATIONSHIPS. 
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      Employee agrees that for so long as he is employed by Company (the
      "Restrictive Period"), he shall keep secret and retain in strictest
      confidence all confidential matters of the Company, its clients and
      suppliers, and the "know-how", trade secrets, confidential client lists,
      details of client, subcontractor or consultant contracts, pricing
      policies, operational methods, marketing plans or strategies, project
      development, acquisition or bidding techniques or plans, business
      acquisition plans, new personnel acquisition plans, technical processes,
      inventions and research projects of Company learned by Employee and
      directly or indirectly resulting from his employment by Company, unless
      (i) such information is generally available to the public without
      restriction, (ii) Employee obtains confidentiality agreements with respect
      to such confidential information, (iii) such information is provided to a
      customer or supplier of the Company in the ordinary course of business,
      (iv) such disclosure is approved by the President or the Board of
      Directors of Company, or (v) Employee is under compulsion of either a
      court order or a governmental agency's or authority's inquiry, order or
      request to so disclose such information.

                2.   PROPERTY OF COMPANY.
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                (a)  Except as otherwise provided herein, all lists, records and
      other non-personal documents of papers (and all copies thereof), including
      such items stored in computer memories, on microfiche or by any other
      means, made or complied by or on behalf of Employee, or made available to
      Employee relating to Company are and shall be the property of Company,
      shall be delivered to Company on the date of termination of this
      Agreement.

                (b)  All inventions, including any procedures, formulas,
      methods, processes, uses, apparatuses, patterns, designs, drawings,
      devises or configurations of any kind, any and all improvements to them
      which are developed, discovered, made, or produced, trade secrets, or
      information used by Company shall be the exclusive property of Company,
      and shall be delivered to Company as applicable, on the earlier of the
      expiration or the termination of this Agreement.

                (c)  All Company names, logos, trademarks, copyrights, slogans,
      insignias and the like shall be the exclusive property of Company, and
      Employee shall not be entitled to use, divert, imitate, duplicate or
      otherwise deal with said property or property rights, without the prior
      written consent of Company; provided, however, that Employee and Company 
                                  --------  -------
      agree that in the event the Company at any time during the term of this
      Employment Agreement adopts or utilizes the name of Employee in its
      advertising or promotional materials, that Employee shall have the right
      at any time during or after the termination of this Employment Agreement
      to require Company to cease using Employee's name or likeness in
      connection with any such advertising or marketing promoting the Company or
      its products.

                3.   EMPLOYEES OF COMPANY.  Upon termination of this contract by
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      either party for any reason, with or without cause, Employee shall not,
      directly or indirectly, during the course of his employment or for a
      period of twenty-four (24) months after such termination, solicit any
      employee of Company, or encourage any such employee to leave such
      employment without the prior written approval of Company as applicable.

       E.   DEFAULT.  In the event that either party hereto shall breach any 
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      of the terms of this Agreement, Company shall be reimbursed by such
      defaulting party for all costs and expenses, including reasonably
      attorneys' fees, incurred by the non-defaulting party in enforcing the
      terms of this Agreement and/or recovering damages as a result of any such
      breach.

           F.   BINDING EFFECT.  This contract is a personal services agreement 
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      between Company and Employee.  Accordingly, Employee is not authorized to
      voluntarily or involuntarily transfer or assign any of his contractual
      rights contained herein, and any such attempted voluntary or involuntary
      transfer or assignment shall be null and void and shall cause an immediate
      termination of this agreement.  Except for this restriction upon
      signability, all of the terms and conditions of this Agreement shall be
      binding upon and inure to the benefit of Employee and Company and any
      successor-in-interest to any of them.

           G.   NOTICES.  Except as herein provided, any notice, request, demand
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      or other communication required or permitted under this Agreement shall be
      in writing and shall be deemed to have been given when delivered
      personally or when mailed by certified mail, return receipt requested,
      addressed to the party at the address of such party first set forth above,
      or at such other address as such party may hereafter have designated by
      notice.

                If to Company at the address first above written with copies to:
                          American ECO Corporation
                          Attention:  Vice President
                          1325 South Creek Drive, Suite 100
                          Houston, Texas  77084
      or to any other address as shall be designated from time to time by
      Company.
                If to Employee at the address first above written.

           H.   INDEMNIFICATION.  The Company shall indemnify, hold harmless and
                ---------------
      protect Employee, his heirs, executors, administrators and legal
      representatives, from and against all or any portion of any expenses,
      including reasonable attorney's fees incurred by Employee, actually and
      necessarily incurred by him in connection with or arising out of any
      action, suit or proceeding in which he may be involved by reason of his
      being or having been an officer and representative of Company, whether or
      not he continues to be an officer or representative of the Company at the
      time such claim is prosecuted against Employee, such expenses to include
      the cost of reasonable settlements and the satisfaction of final, non-
      appealable judgments against Employee, in connection with the matters
      covered hereby.  However, Company shall not indemnify Employee with
      respect to matters as to which Employee shall be finally adjudged in any
      such action, suit or proceeding to be guilty of negligence or misconduct
      in the performance of his duties as an officer of Company or in which
      Employee is found to be in material breach this Agreement.  The foregoing
      rights of indemnification shall not be exclusive of any other rights to
      which Employee may be entitled as a matter of law, by agreement, by
      approval of the Board of Directors of Company, or otherwise.

           I.   MISCELLANEOUS.
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                1.   Neither this Agreement nor any of the terms or conditions
      hereof may be waived, amended or modified except by means of a written
      instrument duly executed by the party to be charged herewith.

                2.   The captions and paragraph headings used in the Agreement
      are for convenience of reference only, and shall not affect the
      construction or interpretation of this Agreement or any of the provisions
      hereof.

                3.   This Agreement, and all matters or disputes relating to the
      validity, construction, performance or enforcement hereof, shall be
      governed and construed under the laws of the Province of Ontario, Canada.

                4.   This Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original hereof, but
      all of which together shall constitute one and the same instrument.

                5.   ANY DISPUTE INVOLVING THE INTERPRETATION OR APPLICATION OF
      THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION BEFORE
      ONE OR MORE ARBITRATORS UNLESS MUTUALLY AGREED TO OTHERWISE.  THE AWARD OF
      SUCH ARBITRATOR(S) MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION
      IN THE PROVINCE OF ONTARIO.

                6.   This Agreement is intended for the sole and exclusive
      benefit of the parties hereto and their respective heirs, executors,
      administrators, personal representatives, successors, and permitted
      assigns, and no other person or entity shall have any right to rely on
      this Agreement or to claim or derive any benefit herefrom absent the
      express written consent of the party to be charged with such reliance or
      benefit.

                7.   In the event this Agreement is terminated by Company for
      Cause, in addition to the other rights and remedies that Company shall
      have in accordance with the terms of this Agreement, Company shall have
      the right to immediately declare due and payable all loans and advances
      made or guaranteed by Company or its shareholders to Employee, at which
      time Employee shall be required to repay in full said loans and advances,
      including all accrued interest thereon, in accordance with the terms and
      provisions of the loan documents evidencing said loans and/or advances. 
      The Company shall have the right to offset and credit against the accrued
      interest and unpaid principal balance of such loans, all accrued and
      unpaid salary, commissions and/or profit sharing distributions accrued but
      unpaid to Employee prior to the date of termination.

 <PAGE> 

           IN WITNESS WHEREOF, the parties hereto have executed this Agreement
      on and as of the date first set forth above.


                                    COMPANY:

      ATTEST:                       AMERICAN ECO CORPORATION 


        /s/ illegible               By:  /s/ Ronald Mann
      --------------------              -------------------------------
                                    Its:  Director
                                          ------------------------------


                                    EMPLOYEE:



  					/s/ Michael E. McGinnis
                                    -----------------------------------
                                    MICHAEL E. MCGINNIS
 <PAGE> 


                       FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


           This First Amendment is made to that certain Employment Agreement by
      and between American Eco Corporation ("Company") and Michael E. McGinnis
      ("Employee"), as of the  1st  day of   May              , 1996.
                              -----        -------------------

           WHEREAS, Company and Employee heretofore entered into a certain
      Employment Agreement dated December 1, 1995, a true copy of which is
      attached hereto and incorporated herein by reference; and

           WHEREAS, it is the desire of Company and Employees to amend the
      Employment Agreement in a manner hereinafter set forth and to ratify and
      confirm the continuing binding effect of the Employment Agreement upon
      both parties, as herein amended;

           NOW, THEREFORE, in consideration of the premises and the mutual
      covenants contained below, the parties agree as follows:

      1.   Section C-1 of the Employment Agreement shall be amended in its
           entirety to read and state as follows:
                "C.1. Base Salary. As compensation for his services to be
      rendered 
                      -----------
      hereunder, Company shall pay or cause to be paid to Employee the following
      base salary:
                (a)  for the period commencing on the Commencement Date and
                     ending on April 30, 1996, a salary at the rate of
                     $10,833.00 per month;
                (b)  commencing on May 1, 1996, and continuing through the
                     Termination Date, a salary at the rate of $250,000.00 per
                     year.

           The base salary may from time to time be upwardly adjusted by action
      of the Board of Directors of the Company, and any resolution of the Board
      duly entered in the minutes of the Company's corporate minute book shall
      be deemed to constitute an amendment to this Employment Agreement. 
      However, the Company shall not have the right to reduce the base salary
      without Employee's written consent.

      2.   Except as amended herein, the terms and provisions of the Employment
           Agreement are hereby ratified and confirmed by the parties as being
           in full force and effect and fully binding upon the parties.

      3.   Capitalized terms not otherwise defined herein shall have the same
           meanings ascribed to them in the Employment Agreement.

           EXECUTED, in multiple counterparts, at Houston, Texas, effective as
      of the date first above written.


                                              AMERICAN ECO CORP.


                                              By: /s/ J.C. Pennie          
                                                 -------------------------------
                                              Its:Director, Vice-Chairman 
                                                  ------------------------




                                                 /s/ Michael E. McGinnis   
                                              -----------------------------
                                              MICHAEL E. MCGINNIS