Exhibit 10.8.2
							    ---------------


                                ARRANGEMENT AGREEMENT

               THIS ARRANGEMENT AGREEMENT dated for reference the 13th day
          of November, 1996.

          BETWEEN:

               INDUSTRA SERVICE CORPORATION, 
               a company incorporated under the laws of 
               the Province of British Columbia,

               (hereinafter referred to as "Industra"),


                                                         OF THE FIRST PART;

               -AND-

               519742 B.C. LTD., 
               a company incorporated under the laws of 
               the Province of British Columbia,

               (hereinafter referred to as "519742"),


                                                        OF THE SECOND PART;

               -AND-

               AMERICAN ECO CORPORATION, 
               a corporation incorporated under the laws of 
               the Province of Ontario,

               (hereinafter called "American Eco"),

                                                         OF THE THIRD PART.


               WHEREAS together with the Industra Common Shares acquired
          pursuant to the Offer on the basis of an exchange of 0.425
          American Eco Common Shares for each Industra Common Share,
          American ECO owns 3,477,604 Industra Common Shares; 

               AND WHEREAS  the Offer contemplated that  American Eco might
          complete  a  subsequent  transaction pursuant  to  which Industra
          would become a wholly-owned subsidiary of American Eco; 

               AND WHEREAS 519742 is  a wholly-owned subsidiary of American
          Eco  incorporated   for  the   sole  purpose  of   effecting  the
          Arrangement; 


               AND WHEREAS Industra intends  to propose to its shareholders
          an arrangement under section  276 of the Act, in  accordance with
          the terms of the Arrangement; 

               AND  WHEREAS the  parties  hereto wish  to  enter into  this
          Agreement to set forth  their respective obligations with respect
          to the Arrangement; 

               NOW   THEREFORE   THIS   AGREEMENT   WITNESSETH    THAT   in
          consideration of  the premises  and the respective  covenants and
          agreements  herein  contained, the  parties  hereto covenant  and
          agree as follows: 


                                      ARTICLE 1

                                    INTERPRETATION

          1.1  DEFINITIONS

               In this Agreement,  unless the subject matter  or context is
          inconsistent  therewith, the  following terms  and phrases  shall
          have the following meanings respectively: 

               "Act" means the British Columbia Company Act, R.S.B.C. 1979,
          c.59, as amended from time to time; 

               "Agreement" means this arrangement agreement; 

               "Amalgamated Company" refers to Industra after completion of
          the Arrangement; 

               "Amalgamating Companies" means Industra and 519742;   

               "American Eco Common Shares" means  the common shares in the
          capital of American Eco;

               "American  Eco Exchange  Rights"  means  rights to  exchange
          shares  of  certain subsidiaries  of  Industra  for American  Eco
          Common Shares to be issued to holders of Industra Exchange Rights
          upon completion of the Arrangement; 

               "American  Eco Options" means options  of American Eco to be
          issued  to holders  of Industra  Options upon  completion of  the
          Arrangement; 

               "Arrangement" means the arrangement under  the provisions of
          section 276  of the Act, on the terms and conditions set forth in
          Schedule "A" hereto, or  any amendment or variation  thereto made
          in accordance with Section 8.3 or 8.4 hereof; 

               "Business Day" means a day which is not a Saturday, a Sunday
          or a statutory  holiday within the meaning  of the Interpretation
          Act (Canada), as amended;   

               "Court" means the Supreme Court of British Columbia;

               "Effective Date" means the date on which a certified copy of
          the Final Order has been accepted for filing by the Registrar, 

               "Final Order"  means the  order of the  Court approving  the
          Arrangement, following the  application therefor contemplated  by
          Section 4.4 hereof; 

               "Industra Exchange  Rights" means rights to  exchange shares
          of certain subsidiaries of Industra for Industra Shares; 

               "Industra   Information   Circular"  means   the  management
          information circular  of  Industra together  with  all  schedules
          thereto  to be prepared  in connection with  the Industra Special
          Meeting, 

               "Industra Options"  means  options  and  rights  to  acquire
          shares of Industra as at the Effective Date; 

               "Industra  Shares" means the  issued and  outstanding common
          shares in the capital of Industra; 
            
               "Industra  Shareholders" means  collectively the  holders of
          the Industra Shares;

               "Industra Special Meeting" means  the special meeting of the
          Industra  Shareholders  to be  held  to consider  and,  if deemed
          advisable,  among  other  things,  to  approve  the  Arrangement,
          including any adjournments thereof; 

               "Interim  Order" means the order of  the Court providing for
          among other things, the calling of the Industra Special Meeting; 

               "Offer means the offer made on June 28, 1996 by American Eco
          to  purchase all of  the issued and  outstanding Industra Shares;
          and 
               "Plan of Arrangement" means the Plan of Arrangement appended
          as Schedule "A" hereto; 

               "Registrar" means the Registrar of Companies under the Act. 

          1.2  CURRENCY
              
               All  sums of money which  are referred to  in this Agreement
          are  expressed  in  lawful   money  of  Canada  unless  otherwise
          specified. 

          1.3  INTERPRETATION NOT AFFECTED BY HEADING, ETC.
             
               The  division of  this  Agreement into  articles,  sections,
          paragraphs  and other portions and  the insertion of headings are
          for  convenience  of reference  only  and  shall not  affect  the
         construction or interpretation of this Agreement. The words "this
          Agreement",   "hereof",  "herein"  and  "hereunder"  and  similar
          expressions  refer to  this Agreement  and not to  any particular
          article, section,  paragraph or other portion  hereof and include
          any agreement or instrument supplementary or ancillary hereto. 

          1.4  NUMBER AND GENDER

               Unless the subject matter  or context requires the contrary,
          words importing the singular number only shall include the plural
          and  vice  versa; words  importing the  use  of any  gender shall
          include all  genders; and  words importing persons  shall include
          firms and corporations.

          1.5  DATE FOR ANY ACTION

               In the event that any  date on which any action is  required
          to be  taken hereunder by either  of the parties hereto  is not a
          Business Day,  in the place  where the action  is required to  be
          taken,  such action  shall be  required to  be taken on  the next
          succeeding day which is a Business Day.

                                      ARTICLE 2

                                     ARRANGEMENT

          2.1  ARRANGEMENT

               The  Amalgamating  Companies  have  agreed  to  perform  the
          Arrangement  pursuant to the provisions of Section 276 of the Act
          whereby  they shall  amalgamate and  holders of  Industra Shares,
          Industra Options  and Industra Exchange Rights  shall receive, on
          the  terms and subject to conditions  contained in this Agreement
          and the Plan of Arrangement, American Eco Common Shares, American
          Eco Options  and American  Eco Exchange Rights,  respectively, on
          the following basis: 

               (a)  .425  American  Eco  Common  Shares  for  each Industra
                    Share; 

               (b)  One American Eco Option for each Industra Option; and 

               (c)  American  Eco Exchange Rights  entitling the holders to
                    acquire .425 American Eco  Shares for each one Industra
                    Share  that such  holder  would have  been entitled  to
                    acquire pursuant to any Industra Exchange Right. 

          2.2  EFFECTIVE DATE OF ARRANGEMENT

               The  Arrangement  shall  become  effective  at   12:01  a.m.
          (Pacific  Standard Time), on the Effective Date and at such time,
          the Amalgamating Companies  shall merge on the terms  and subject
          to the conditions contained in this Agreement. 

                                      ARTICLE 3

                            REPRESENTATIONS AND WARRANTIES

          3.1  REPRESENTATIONS AND WARRANTIES OF INDUSTRA

          Industra represents and warrants  to and in favour of  519742 and
          American  Eco as follows and acknowledges that each of 519742 and
          American Eco is relying  upon such representations and warranties
          in connection with the matters contemplated by this Agreement: 

          (a)Industra  is  duly organized  and  is  validly existing  as  a
          company  under the laws of  the Province of  British Columbia and
          has  the  corporate  power and  authority  to  own  or lease  its
          property and  assets and to carry on its business as is now being
          carried on; 

               (b)  Industra has the corporate power and authority to enter
                    into  this  Agreement  and,  subject to  obtaining  the
                    requisite approvals contemplated herein, to perform its
                    obligations hereunder; 

               (c)  the  execution  and  delivery  of  this  Agreement   by
                    Industra  and  the  performance   by  Industra  of  its
                    obligations  hereunder and  under the  Arrangement have
                    been  duly  authorized by  the  Board  of Directors  of
                    Industra  and this  Agreement constitutes  a  valid and
                    binding obligation of  Industra enforceable against  it
                    in   accordance  with   its  terms,   subject  to   the
                    availability of equitable remedies and  the enforcement
                    of creditors' rights generally; 

               (d)  as  at the date hereof, the authorized share capital of
                    Industra consists of  10,000,000 common shares  without
                    par value and such shares have the attributes described
                    in the Industra Information Circular; 

               (e)  as at  the date  hereof, the  issued  share capital  of
                    Industra consists of 3,687,500  all of which are issued
                    and outstanding as fully paid and non-assessable; 

               (f)  no person  holds  any securities  convertible into  any
                    shares  of Industra  or has  any agreement,  warrant or
                    option  or  right  capable  of  becoming  an agreement,
                    warrant  or option  for  the purchase  of any  unissued
                    shares  of Industra except for Industra Exchange Rights
                    held  by William  Austin, Lee  Reisinger and  John Wong
                    pursuant  to  agreements  entered  into  with  Industra
                    entitling the holders to acquire 65,000 Industra Shares
                    and stock  options granted by Industra  pursuant to its
                    stock option plan; 

               (g)  the   execution  and  delivery  of  this  Agreement  by
                    Industra   and  the  completion   of  the  transactions
                    contemplated herein: (i) do not and will not result  in
                    the breach of, or violate any term or provision of, the
                    articles or  by-laws of Industra;  (ii) will not  as of
                    the Effective Date conflict  with, result in the breach
                    of, constitute a default under, or accelerate or permit
                    the  acceleration of  the performance  required  by any
                    agreement,  instrument, licence, permit or authority to
                    which Industra is a party or  by which it is bound  and
                    which is material to Industra, or to which any material
                    property  of  Industra  is  subject or  result  in  the
                    creation of any lien, charge or encumbrance upon any of
                    the  material  assets   of  Industra  under  any   such
                    agreement or instrument, or give to others any material
                    interest  or  right,   including  rights  of  purchase,
                    termination,  cancellation  or acceleration,  under any
                    such   agreement,   instrument,   licence,  permit   or
                    authority;  and (iii)  do not  and will  not as  of the
                    Effective  Date  violate   any  provision  of   law  or
                    administrative   regulation   or   any    judicial   or
                    administrative award, judgment or decree applicable and
                    known to  Industra (after  due inquiry), the  breach of
                    which would have a material adverse effect on Industra;


               (h)  the financial statements  of Industra contained  in the
                    Industra  Information  Circular   present  fairly   the
                    financial position of Industra  at the date thereof and
                    the  results  of  operations  and the  changes  in  its
                    financial position  for the  period indicated  and have
                    been prepared in accordance with  accounting principles
                    generally accepted in Canada; 

               (i)  except   as  disclosed  in   the  Industra  Information
                    Circular, there has been  no material adverse change in
                    the  business or condition,  financial or otherwise, of
                    Industra, from  that shown in the  financial statements
                    referred to in Section 3.1(h); 

               (j)  there  are no known or anticipated material liabilities
                    of Industra of any kind whatsoever (including absolute,
                    accrued or contingent  liabilities) nor any commitments
                    whether or not determined or determinable in respect of
                    which  Industra is or may  become liable other than the
                    liabilities disclosed on, reflected in or provided  for
                    in  the financial  statements  referred  to in  Section
                    3.1(h)  or  reflected   in  the  Industra   Information
                    Circular incurred in the ordinary course of business; 

               (k)  the corporate  records and minute books  of Industra as
                    required to be maintained  by it under the laws  of its
                    jurisdiction  of  incorporation  are  up  to  date  and
                    contain complete  and accurate minutes of  all meetings
                    of its directors  and shareholders and  all resolutions
                    consented to in writing; 

               (l)  Industra owns good and marketable title to its property
                    and  assets free  and clear  of any and  all mortgages,
                    liens,    pledges,    charges,   security    interests,
                    encumbrances,  actions, claims or demands of any nature
                    whatsoever  or  howsoever arising  which  would  have a
                    materially adverse effect on  the property or assets of
                    Industra   except  as   disclosed   in   the   Industra
                    Information Circular, 

               (m)  Industra  has  duly filed  on  a timely  basis  all tax
                    returns required to  be filed  by it and  has paid  all
                    taxes  which  are due  and  payable  and has  paid  all
                    assessments  and reassessments  and  all  other  taxes,
                    governmental charges, penalties, interest and fines due
                    and  payable on  or  before the  date hereof;  adequate
                    provision  has  been made  for  taxes  payable for  the
                    current  period  for  which  tax returns  are  not  yet
                    required to be filed;  there are no agreements, waivers
                    or  other  arrangements providing  for an  extension of
                    time with respect to the filing of any tax return by or
                    payment  or any tax,  governmental charge or deficiency
                    against Industra; 

               (n)  Industra  has withheld from each payment made to any of
                    its officers, directors, former directors and employees
                    the amount of  all taxes including without  limitation,
                    income tax 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
                    any applicable tax legislation; 

               (o)  to the  best of the  knowledge of  Industra (after  due
                    inquiry), there are  no actions, suits, proceedings  or
                    investigations  commenced,  contemplated or  threatened
                    against  or affecting  Industra, at  law or  in equity,
                    before  or by any  governmental department, commission,
                    board,   bureau,   court,    agency,   arbitrator    or
                    instrumentality, domestic or foreign,  of any kind nor,
                    to the  best of  the knowledge  of Industra  (after due
                    inquiry), are there  any existing  facts or  conditions
                    which  may reasonably be expected to  be a proper basis
                    for  any actions, suits,  proceedings or investigations
                    which  in   any  case  would  prevent   or  hinder  the
                    consummation of  the transactions contemplated  by this
                    Agreement or  the Arrangement, or which  can reasonably
                    be expected  to have a material adverse  eflfect on the
                    business,  operations,  properties, assets  or affairs,
                    financial or otherwise, of  Industra, either before  or
                    after the Effective Date and other than those contained
                    in the Industra Information Circular, and 

               (p)  the information  set forth in the  Industra Information
                    Circular  relating  to Industra  and  its business  and
                    property and  the effect of the  Arrangement thereon is
                    true, correct and complete in all material respects and
                    does not  contain any untrue statement  of any material
                    fact  or omit to state any material fact required to be
                    stated  therein  or  necessary  in order  to  make  the
                    statements  therein  not  misleading  in light  of  the
                    circumstances in which they are made. 

          3.2  REPRESENTATIONS AND WARRANTIES OF 519742

               519742 represents and warrants to and in favour of  Industra
          as follows  and acknowledges that  Industra is relying  upon such
          representations  and  warranties in  connection with  the matters
          contemplated by this Agreement: 

               (a)  519742 is duly  organized and is validly existing  as a
                    company  under  the laws  of  the  Province of  British
                    Columbia and  has the corporate power  and authority to
                    own  or lease its property  and assets and  to carry on
                    its business as is now being carried on; 

               (b)  519742 has  the corporate power and  authority to enter
                    into  this  Agreement  and, subject  to  obtaining  the
                    requisite approvals contemplated herein, to perform its
                    obligations hereunder, 

               (c)  the execution and delivery  of this Agreement by 519742
                    and  the  performance  by  519742  of  its  obligations
                    hereunder and  under  the Arrangement  have  been  duly
                    authorized by the Board  of Directors of 519742 and  by
                    American Eco, the sole  shareholder of 519742, and this
                    Agreement constitutes a valid and binding obligation of
                    519742  enforceable against  it in accordance  with its
                    terms,   subject  to  the   availability  of  equitable
                    remedies  and  the  enforcement  of  creditors'  rights
                    generally; 

               (d)  the execution and delivery  of this Agreement by 519742
                    and  the completion  of  the transactions  contemplated
                    herein:  (i) does not and will not result in the breach
                    of, or violate any  term or provision of,  the articles
                    or by-laws of 519742; (ii) will not as of the Effective
                    Date conflict with, result in the breach of, constitute
                    a   default  under,   or  accelerate   or  permit   the
                    acceleration  of   the  performance  required   by  any
                    agreement, instrument, licence, permit or  authority to
                    which  519742 is  a party or  by which it  is bound and
                    which is material to  519742, or to which any  material
                    property of 519742 is subject or result in the creation
                    of  any  lien, charge  or encumbrance  upon any  of the
                    material assets  of 519742 under any  such agreement or
                    instrument, or give to  others any material interest or
                    right,  including  rights  of   purchase,  termination,
                    cancellation or acceleration, under any such agreement,
                    instrument, licence, permit or authority,  and (iii) do
                    not and will not  as of the Effective Date  violate any
                    provision of  law or administrative  regulation or  any
                    judicial  or administrative  award, judgment  or decree
                    applicable and known to 519742 (after due inquiry), the
                    breach of which would have a material adverse effect on
                    519742; 

               (e)  there are no known  or anticipated material liabilities
                    of 519742  of any kind  whatsoever (including absolute,
                    accrued  or contingent liabilities) nor any commitments
                    whether or not determined or determinable in respect of
                    which 519742 is or may become liable; 

               (f)  the  corporate records  and minute  books of  519742 as
                    required to be maintained  by it under the laws  of its
                    jurisdiction  of  incorporation  are  up  to  date  and
                    contain complete  and accurate minutes of  all meetings
                    of its directors  and shareholders and  all resolutions
                    consented to in writing; and 

               (g)  to  the best  of  the knowledge  of  519742 (after  due
                    inquiry), there  are no actions, suits,  proceedings or
                    other   investigations   commenced,   contemplated   or
                    threatened against  or affecting  519742, at law  or in
                    equity,  before  or  by  any  governmental  department,
                    commission, board, bureau, court, agency, arbitrator or
                    instrumentality, domestic  or foreign, of any kind nor,
                    to  the  best of  the  knowledge of  519742  (after due
                    inquiry), are  there any  existing facts  or conditions
                    which may reasonably  be expected to be  a proper basis
                    for any actions,  suits, proceedings or  investigations
                    which  in   any  case  would  prevent   or  hinder  the
                    consummation  of the transactions  contemplated by this
                    Agreement, or which can  reasonably be expected to have
                    a material adverse effect on the  business, operations,
                    properties, assets or affairs, financial  or otherwise,
                    of 519742,  either before  or after the  Effective Date
                    and   other  than   those  contained   in  the   519742
                    Information Circular. 

          3.3  REPRESENTATIONS AND WARRANTIES OF AMERICAN ECO

               American Eco  represents and  warrants to  and in favour  of
          Industra  as follows  and acknowledges  that Industra  is relying
          upon such  representations and warranties in  connection with the
          matters contemplated by this Agreement: 

               (a)  American Eco is duly  organized and is validly existing
                    as  a  corporation under  the laws  of the  Province of
                    Ontario and  has the  corporate power and  authority to
                    own  or lease its property  and assets and  to carry on
                    its business as is now being carried on; 

               (b)  American Eco  has the corporate power  and authority to
                    enter into this Agreement and, subject to obtaining the
                    requeisite  approvals  contemplated herein,  to perform
                    its obligations hereunder;

               (c)  the  execution   and  delivery  of  this  Agreement  by
                    American Eco and the performance by American Eco of its
                    obligations  hereunder and  under the  Arrangement have
                    been  duly  authorized by  the  Board  of Directors  of
                    American Eco and this Agreement constitutes a valid and
                    binding obligation of  American Eco enforceable against
                    it  in  accordance  with  its  terms,  subject  to  the
                    availability  of equitable remedies and the enforcement
                    of creditors' rights generally;

               (d)  as  at the date hereof  the authorized share capital of
                    American  Eco  consists  of   an  unlimited  number  of
                    American Eco  Common Shares and an  unlimited number of
                    Preference Shares and  such shares have the  attributes
                    described in the Industra Information Circular;

               (e)  as  the  date  hereof,  the  issued  share  capital  of
                    American Eco consists of 13,822,092 American Eco Common
                    Shares which  are issued and outstanding  as fully paid
                    and non-assessable; 

               (f)  except for  472,100 American Eco Common Shares issuable
                    pursuant to  the exercise  of stock options  granted to
                    certain of firms, directors  and full-time employees of
                    American   Eco  858,000  American   Eco  Common  Shares
                    issuable upon the exercise  of share purchase warrants,
                    333,333  American Eco  Common Shares issuable  upon the
                    conversion of secured debentures, 500,000  American Eco
                    Common Shares  and 500,000 warrants issuable subject to
                    certain  performance  requirements,   and  the   89,206
                    American Eco Common Shares to be issued pursuant to the
                    Arrangement, no person holds any securities convertible
                    into any shares of  American Eco or has any  agreement,
                    warrant  or  option or  right  capable  of becoming  an
                    agreement, warrant  or option  for the purchase  of any
                    unissued shares of American Eco; 

               (g)  the  execution  and  delivery   of  this  Agreement  by
                    American  Eco and  the  completion of  the transactions
                    contemplated herein:  (i) does not and  will not result
                    in  the breach of, or violate any term or provision of,
                    the articles  or by-laws of American Eco; (ii) will not
                    as of the  Effective Date conflict with,  result in the
                    breach of, constitute a default under, or accelerate or
                    permit the acceleration of  the performance required by
                    any agreement, instrument, licence, permit or authority
                    to  which American  Eco is  a party  or by which  it is
                    bound  and which  is material  to American  Eco, or  to
                    which any material property  of American Eco is subject
                    or  result in  the  creation  of  any lien,  charge  or
                    encumbrance upon any of the material assets of American
                    Eco under any such agreement  or instrument, or give to
                    others any material interest or right, including rights
                    of purchase, termination, cancellation or acceleration,
                    under  any such agreement,  instrument, licence, permit
                    or authority; and (iii)  do not and will not  as of the
                    Effective  Date   violate  any  provision  of   law  or
                    administrative   regulation   or   any    judicial   or
                    administrative award, judgment or decree applicable and
                    known to  American Eco (after due  inquiry), the breach
                    of  which  would  have  a material  adverse  effect  on
                    American Eco; 

               (h)  the financial  statements of American Eco  contained in
                    the  Industra Information  Circular present  fairly the
                    financial position of American  Eco at the date thereof
                    and  the results of  operations and the  changes in its
                    financial position for  the period  indicated and  have
                    been prepared in  accordance with accounting principles
                    generally accepted in Canada; 

               (i)  except  as   disclosed  in  the   Industra  Information
                    Circular, there has been  no material adverse change in
                    the business or  condition, financial or  otherwise, of
                    American  Eco,  from   that  shown  in  the   financial
                    statements referred to in Section 3.3;

               (j)  there are no known  or anticipated material liabilities
                    of  American  Eco  of  any  kind  whatsoever (including
                    absolute,  accrued or  contingent liabilities)  nor any
                    commitments whether  or not determined  or determinable
                    in respect  of  which American  Eco  is or  may  become
                    liable  other  than   the  liabilities  disclosed   on,
                    reflected   in  or  provided   for  in   the  financial
                    statements referred  to in Section 3.3(h)  or reflected
                    in the Industra Information Circular or incurred in the
                    ordinary course of business;

               (k)  the corporate records and  minute books of American Eco
                    as  required to be maintained  by it under  the laws of
                    its jurisdiction  of incorporation  are up to  date and
                    contain complete  and accurate minutes of  all meetings
                    of its  directors and shareholders  and all resolutions
                    consented to in writing; 

               (l)  American  Eco owns  good  and marketable  title to  its
                    property  and assets  free  and clear  of  any and  all
                    mortgages, liens, pledges, charges, security interests,
                    encumbrances, actions, claims or  demands of any nature
                    whatsoever  or howsoever  arising  which would  have  a
                    materially adverse effect on  the property or assets of
                    American  Eco  except  as  disclosed  in  the  Industra
                    Information Circular;

               (m)  American Eco has duly  filed on a timely basis  all tax
                    returns required to  be filed  by it and  has paid  all
                    taxes  which  are due  and  payable  and has  paid  all
                    assessments  and reassessments  and  all  other  taxes,
                    governmental charges, penalties, interest and fines due
                    and  payable on  or  before the  date hereof;  adequate
                    provision  has  been made  for  taxes  payable for  the
                    current  period  for  which  tax returns  are  not  yet
                    required to be filed;  there are no agreements, waivers
                    or  other arrangements  providing for  an extension  of
                    time with respect to the filing of any tax return by or
                    payment or any  tax, governmental charge or  deficiency
                    against American Eco; 

               (n)  American Eco has withheld from each payment made to any
                    of   its  officers,  directors,  former  directors  and
                    employees  the amount  of all  taxes including  without
                    limitation, income tax 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 any applicable tax legislation; and 

               (o)  to the best of the knowledge of American Eco (after due
                    inquiry), there  are no actions, suits,  proceedings or
                    other   investigations   commenced,   contemplated   or
                    threatened against or affecting American Eco, at law or
                    in equity,  before or  by any governmental  department,
                    commission, board, bureau, court, agency, arbitrator or
                    instrumentality, domestic or foreign,  of any kind nor,
                    to the best of the knowledge of American Eco (after due
                    inquiry), are  there any  existing facts  or conditions
                    which  may reasonably be expected to  be a proper basis
                    for  any actions, suits,  proceedings or investigations
                    which  in   any  case  would  prevent   or  hinder  the
                    consummation of  the transactions contemplated  by this
                    Agreement or  the Arrangement, or which  can reasonably
                    be expected to  have a material  adverse effect on  the
                    business,  operations,  properties, assets  or affairs,
                    financial  or otherwise, of American Eco, either before
                    or  after  the  Effective  Date and  other  than  those
                    contained in the Industra Information Circular. 
                                      ARTICLE 4

                                      COVENANTS


          4.1  COVENANTS OF INDUSTRA

          Industra hereby covenants and agrees as follows: 

               (a)  until  the  Effective  Date,  Industra  shall  carry on
                    business  in the  ordinary course  and shall  not enter
                    into   any  transaction  or  incur  any  obligation  or
                    liability out  of the ordinary course  of its business,
                    except as  othcrwise contemplated in this  Agreement or
                    in the Industra Information Circular, 

               (b)  until the Effective Date, Industra shall not: 

                    (i)  merge into or with,  or amalgamate or  consolidate
                         with,   or  enter   into   any   other   corporate
                         reorganization  with,  any  other  corporation  or
                         person  except as  otherwise contemplated  in this
                         Agreement or the Industra Information Circular, 

                    (ii)  declare,  pay  or  make  distributions by  way  of
                         dividend, return of capital or otherwise to or for
                         the  benefit of its  shareholders, except  for the
                         payment  of  regular  dividends  payable   in  the
                         ordinary   course   to   shareholders    of   such
                         corporation; or

                    (iii)      purchase, redeem or  issue any of its  shares
                              or other securities  convertible into  shares
                              or enter  into  any commitment  or  agreement
                              therefor  except pursuant to options or other
                              rights outstanding as of the date hereof  and
                              referred to  in paragraph (f) of  Section 3.1
                              hereof. 

               (c)  Industra  shall, in  a timely  and  expeditious manner,
                    file   the   Industra  Information   Circular   in  all
                    jurisdictions where  the same is required  and mail the
                    same to  Industra Shareholders in  accordance with  the
                    Interim Order and applicable law; 

               (d)  Industra  shall  not  alter  or  amend  its  constating
                    documents  as  the same  exist  at  the  date  of  this
                    Agreement; 

               (e)  Industra shall furnish to the other parties hereto such
                    information, in  addition to the  information contained
                    in this Agreement, relating to the financial condition,
                    business,  properties  and affairs  of Industra  as may
                    reasonably  be requested  by the  other  parties hereto
                    which  information shall  be true  and complete  in all
                    material  respects  and  shall not  contain  an  untrue
                    statement of  any material  fact or  omit to  state any
                    material  fact   required  to  be  stated   therein  or
                    necessary in  order to  make the statements  therein in
                    the light  of the circumstances in which they are made,
                    not misleading; 

               (f)  Industra shall use all  reasonable efforts to apply for
                    and obtain, as soon as practicable: 

                    (i)  the approval of the Industra Shareholders required
                         for the implementation of the Arrangement; 

                    (ii)  the Interim Order and  the Final Order as provided
                         for in Section 4.4 hereof; and

                    (iii)      such  other consents, orders and approvals as
                              counsel may advise are necessary or desirable
                              for  the  implementation of  the Arrangement,
                              including  those referred  to in  Section 5.1
                              hereof; and 

               (g)  subject to the satisfaction or waiver of the conditions
                    contained  in  Sections 5.1  and  5.2 hereof,  Industra
                    shall perform the obligations required  to be performed
                    by it under the Arrangement and shall do any such other
                    acts  and things  as  may be  necessary or  required in
                    order to give effect to the Arrangement. 

          4.2  COVENANTS OF 519742

               519742 hereby covenants and agrees as follows: 

               (a)  until  the  Effective  Date,  519742  shall   carry  on
                    business  in the  ordinary course  and shall  not enter
                    into  any  transaction  or  incur  any  obligation   or
                    liability  except  as  otherwise  contemplated  in this
                    Agreement; 

               (b)  until the Effective Date, 519742 shall not: 

                    (i)  merge into  or with, or amalgamate  or consolidate
                         with,   or   enter   into   any   other  corporate
                         reorganization  with,  any  other  corporation  or
                         person  except as  otherwise contemplated  in this
                         Agreement; or 

                    (ii) declare,  pay  or  make  distributions  by way  of
                         dividend, return of capital or otherwise to or for
                         the benefit  of its shareholders,  except for  the
                         payment  of  regular   dividends  payable  in  the
                         ordinary   course   to   shareholders    of   such
                         corporation; or 

                    (iii)  purchase, redeem or  issue any of  its shares or
                    other securities convertible into  shares or enter into
                    any commitment or agreement therefor. 

               (c)  519742  shall  not   alter  or  amend   its  constating
                    documents  as the  same  exist  at  the  date  of  this
                    Agreement; 

               (d)  519742 shall  furnish to Industra such  information, in
                    addition  to   the   information  contained   in   this
                    Agreement,   relating   to  the   financial  condition,
                    business, properties  and  affairs  of  519742  as  may
                    reasonably  be requested by  Industra which information
                    shall be true and complete in all material respects and
                    shall not  contain an untrue statement  of any material
                    fact  or omit to state any material fact required to be
                    stated  therein  or  necessary  in order  to  make  the
                    statements therein in the light of the circumstances in
                    which they are made, not mislcading; 

               (e)  519742 shall  use all  reasonable efforts to  apply for
                    and obtain, as soon as practicable: 

                    (i)  the Interim Order and  the Final Order as provided
                         for in Section 4.4 hereof; and 

                    (ii) such  other  consents,  orders  and  approvals  as
                         counsel may advise are  necessary or desirable for
                         the implementation of  the Arrangement,  including
                         those referred to in Section 5.1 hereof; and 

               (f)  subject to the satisfaction or waiver of the conditions
                    contained in Sections 5.1  and 5.2 hereof, 519742 shall
                    perform the obligations required  to be performed by it
                    under the Arrangement and shall do  any such other acts
                    and  things as may be necessary or required in order to
                    give effect to the Arrangement. 

          4.3  COVENANTS OF AMERICAN ECO

               American Eco hereby covenants and agrees as follows: 

               (a)  until the  Effective Date, American Eco  shall carry on
                    business  in the  ordinary course  and shall  not enter
                    into   any  transaction  or  incur  any  obligation  or
                    liability  except  as  otherwise  contemplated  in this
                    Agreement or in the Industra Information Circular; 

               (b)  until the Effective Date, American Eco shall not: 
                    (i)  merge into  or with, or  amalgamate or consolidate
                         with,   or   enter   into  any   other   corporate
                         reorganization  with,  any  other  corporation  or
                         person  except as  otherwise contemplated  in this
                         Agreement or the Industra Information Circular; or


                    (ii) declare,  pay  or  make  distributions  by  way of
                         dividend, return of capital or otherwise to or for
                         the  benefit of  its shareholders, except  for the
                         payment  of  regular   dividends  payable  in  the
                         ordinary   course   to   shareholders    of   such
                         corporation; or 

                    (iii)     purchase, redeem  or issue any  of its shares
                              or other securities  convertible into  shares
                              or  enter into  any  commitment or  agreement
                              therefor except pursuant to options  or other
                              rights outstanding as of  the date hereof and
                              referred to  in paragraph (f)  of Section 3.3
                              hereof. 

               (d)  American Eco  shall not  alter or amend  its constating
                    documents as  the  same  exist  at  the  date  of  this
                    Agreement; 

               (e)  American Eco  shall furnish  to the other  party hereto
                    such   information,  in  addition  to  the  information
                    contained  in this Agreement, relating to the financial
                    condition, business, properties and affairs of American
                    Eco as may reasonably  be requested by the  other party
                    hereto which information shall  be true and complete in
                    all material  respects and shall not  contain an untrue
                    statement of  any material  fact or  omit to state  any
                    material  fact   required  to  be  stated   therein  or
                    necessary in  order to  make the statements  therein in
                    the light of the circumstances in which they are  made,
                    not misleading; 

               (f)  American  Eco  shall  provide  or  use  all  reasonable
                    efforts   to  apply   for  and   obtain,  as   soon  as
                    practicable: 

                    (i)  the  approval  of   American  Eco   as  the   sole
                         shareholder   of   519742    required   for    the
                         implementation of the Arrangement; 
                    (ii) such  other  consents,  orders  and  approvals  as
                         counsel may advise are necessary or desirable  for
                         the implementation of  the Arrangement,  including
                         those referred to in Section 5.1 hereof; and 

               (g)  subject to the satisfaction or waiver of the conditions
                    contained in Sections 5.1  and 5.2 hereof, American Eco
                    shall perform the obligations  required to be performed
                    by it under the Arrangement and shall do any such other
                    acts and  things as  may be  necessary  or required  in
                    order to give effect to the Arrangement. 

          4.4  INTERIM ORDER AND FINAL ORDER

               Industra and 519742  covenant and agree  that they will,  as
          soon  as  reasonably practicable,  apply  to  the Court  for  the
          Interim Order providing for, among other things,  the calling and
          holding  of the  Industra  Special  Meeting  for the  purpose  of
          considering and, if  deemed advisable, approving the  Arrangement
          and that,  if the approval of the Arrangement as set forth in the
          Interim Order  is obtained,  thereafter Industra and  519742 will
          take the necessary steps  to submit the Arrangement to  the Court
          and apply  for the Final Order  in such fashion as  the Court may
          direct and,  as soon  as practicable  thereafter, and subject  to
          compliance with  any other conditions  provided for in  Article 5
          hereof,  file the Final Order with the Registrar on the Effective
          Date. 

          4.5  OTHER COVENANTS

               The parties  hereto agree  that, subject to  the limitations
          imposed  by the Act, all  rights of indemnification  in favour of
          present  or former directors and officers of each of Industra and
          519742 with  respect  to actions  taken  in their  capacities  as
          directors or officers of each of Industra and 519742 prior to the
          Arrangement becoming effective as provided in the by-laws of each
          of Industra  and 519742 in effect  on the date hereof  and in any
          indemnification  agreement  between  any  of  such  directors  or
          officers and each of Industra and 519742 in effect as at the date
          hereof shall survive  the Arrangement and continue in  full force
          and effect.

                                      ARTICLE 5

                                      CONDlTIONS

          5.1  MUTUAL CONDITIONS PRECEDENT

          The  respective obligations of the parties hereto to complete the
          transactions contemplated by this Agreement and to file the Final
          Order  with the Registrar to give effect to the Arrangement shall
          be  subject to the satisfaction, on or before the Effective Date,
          of the  following conditions, none of which  may be waived by any
          party hereto in whole or in part: 

               (a)  the Arrangement, with or  without amendment, shall have
                    been approved at the Industra Special Meeting and shall
                    have   been   approved  by   American  Eco,   the  sole
                    shareholder of  519742 in  accordance with the  Interim
                    Order and  the  Arrangement shall  otherwise have  been
                    approved by the requisite  majority of persons entitled
                    or required to vote thereon as determined by the Court;


               (b)  the  Interim  Order and  Final  Order  shall have  been
                    obtained  in form  and substance  satisfactory  to each
                    party hereto; 

               (c)  all   consents,   orders   and   approvals,   including
                    regulatory and judicial approvals and  orders, required
                    or necessary  for the  completion  of the  transactions
                    provided  for  in this  Agreement  and  the Arrangement
                    shall have been obtained  or received from the persons,
                    authorities   or  bodies  having  jurisdiction  in  the
                    circumstances including without limitation, The Toronto
                    Stock  Exchange  and  pursuant  to  the  Securities Act
                    (British  Columbia)  and   the  comparable   securities
                    legislation of  the other provinces of  Canada in which
                    either Industra or American Eco is a reporting issuer, 

               (d)  there  shall  not  be  in  force  any  order  or decree
                    restraining  or  enjoining   the  consummation  of  the
                    transactions contemplated  by  this Agreement  and  the
                    Arrangement; 


               (e)  any  approval advised by counsel  to American Eco to be
                    necessary or  desirable shall  have been  received from
                    The  Toronto Stock  Exchange  (in connection  with  the
                    listing  of the  American  Eco  Common Shares  issuable
                    under the Arrangement); 

               (f)  none of  the consents, orders, regulations or approvals
                    contemplated herein  shall contain terms  or conditions
                    or    require    undertakings   or    security   deemed
                    unsatisfactory or unacceptable by the parties hereto; 

               (g)  the issuance of the American Eco Common Shares pursuant
                    to  the  Arrangement will  have  been  approved by  all
                    nccessary corporate  action to permit such American Eco
                    Common  Shares   to  be   issued  as  fully   paid  and
                    non-assessable and will be exempt from the registration
                    and  prospectus  requirements of  applicable securities
                    laws  in  each of  the  Provinces  of  Canada in  which
                    Industra Shareholders are resident; and 

               (h)  this  Agreement shall  not have  been  terminated under
                    Article 8 hereof. 

          5.2  CONDITIONS TO OBLIGATIONS OF EACH PARTY

               The obligation  of each  party to complete  the transactions
          contemplated  by  this  Agreement   is  further  subject  to  the
          condition, which may be waived by such party without prejudice to
          its right to rely on any other condition in favour of such party,
          that the covenants of  each other party hereto to be performed on
          or  before the  Effective  Date pursuant  to  the terms  of  this
          Agreement  shall have been duly performed by such party and that,
          except  as  affected by  the  transactions  contemplated by  this
          Agreement, the representations and warranties of each other party
          hereto shall be true and correct  in all material respects as  at
          the   Effective  Date,   with  the   same   effect  as   if  such
          representations  and warranties had been  made at and  as of such
          time,  and each  such party  shall have  received a  certificate,
          dated the Effective Date, of a senior officer of the other  party
          confirming the same. 

          5.3  MERGER OF CONDITIONS

               The  conditions set out in Sections 5.1 and 5.2 hereof shall
          be conclusively deemed to have been satisfied, waived or released
          on the filing by Industra and 5l9742 of the Final  Order with the
          Registrar. 

                                      ARTICLE 6

                                     AMALGAMATION

          6.1  AMALGAMATION OF AMALGAMATING COMPANIES

               The Amalgamating Companies do  hereby agree to amalgamate as
          part of the Arrangement pursuant to the provisions of the Act and
          to continue as one company on  the terms and conditions set forth
          in  this  Arrangement  Agreement.  On  the  Effective  Date,  the
          amalgamation   of   the   Amalgamating   Companies,   and   their
          continuation as one company  shall become effective; the property
          of each Amalgamating Company shall continue to be the property of
          the  Amalgamated Company; the  Amalgamated Company shall continue
          to  be liable for  the obligations of  each Amalgamating Company,
          any  existing cause of action,  claim or liability to prosecution
          shall be unaffected; any civil, criminal or administrative action
          or proceeding pending by or against any  Amalgamating Company may
          be  continued  to be  prosecuted  by or  against  the Amalgamated
          Company; any  conviction against, or  ruling under a  judgment in
          favour of or against  an Amalgamating Company may be  enforced by
          or against the Amalgamated Company. 

                                      ARTICLE 7

                   EXCHANGE OF SHARES, OPTIONS AND EXCHANGE RIGHTS

          7.1  EXCHANGE OF SHARES

               On the Effective Date: 

               (a)  subject to the provisions  of Section 7.2 each Industra
                    shareholder,  other than  American Eco,  shall receive,
                    instead  of  shares  of the  Amalgamated  Company, .425
                    American  Eco  Common  Shares  in  exchange   for  each
                    Industra  Share  held  by   such  shareholder  and  the
                    Industra Shares thus exchanged shall be cancelled;  and
                    in consideration  of the issue  by American Eco  of the
                    American Eco  Common  Shares, the  Amalgamated  Company
                    shall issue to American  Eco one (1) fully  paid common
                    share of the Amalgamated  Company for each American Eco
                    Common Share so issued; 

               (b)  each shareholder of 519742 shall receive one (1) issued
                    and fully paid common  share of the Amalgamated Company
                    in  exchange  for each  issued  and outstanding  common
                    share  of 519742  held  by such  shareholder, and  such
                    shares of 519742 thus exchanged shall be cancelled; and


               (c)  the  issued and  outstanding  Industra Shares  held  by
                    American Eco  shall be converted into  common shares of
                    the Amalgamated Company; 

               (d)  holders  of Industra  Options shall  have such  options
                    cancelled and  exchanged for American Eco  Options on a
                    one  for one basis, exercisable at a price equal to the
                    greater  of  2.35  times  the  exercise  price  of  the
                    Industra Options  and the market price  of the American
                    Eco  Common Shares  on  The Toronto  Stock Exchange  on
                    November 13, 1996; and 

               (e)  holders  of Industra  Exchange  Rights shall  have such
                    rights cancelled and exchanged  for American Eco Common
                    Exchange  Rights entitling the holders to acquire 0.425
                    American  Eco  Common  Shares  upon exercise  for  each
                    Industra Share such holders would have been entitled to
                    receive  upon  exercise   of  their  Industra  Exchange
                    Rights. 

          7.2  NO SHARES IN FRACTIONS

               No fractional American Eco Common Shares will be issued.

                                      ARTICLE 8

                              TERMINATION AND AMENDMENT

          8.1  TERMINATION

          (a)Subject to any agreement of Industra, 519742  and American Eco
          to the contrary, this Agreement shall forthwith terminate in  the
          event that: 

          (i)the Industra  Shareholders fail to approve  the Arrangement at
          the Industra Special Meeting;

                    (ii) a final determination from  the Court or any court
                         of appeal denies the  granting of the Final Order;
                         or 

                    (iii)     the  Arrangement  is  not effected  prior  to
                              February 28, 1997 and any party hereto wishes
                              to  terminate  the   Arrangement  and   gives
                              written  notice  to   the  other  parties  of
                              termination. 

               (b)  This Agreement may be terminated at any time before the
                    Arrangement becomes effective:

                    (i)  by Industra if there  shall have been a breach  by
                         519742  or   American  Eco  of  an  obligation  or
                         covenant  contained in this  Agreement or a breach
                         of  any  of  the  representations  and  warranties
                         contained in this Agreement  on the part of 519742
                         or  American Eco  and such  breach shall  not have
                         been waived by Industra; or 

                    (ii) by 519742 or American Eco if there shall have been
                         a breach by Industra  of an obligation or covenant
                         contained in this Agreement or  a breach of any of
                         the  representations and warranties on the part of
                         Industra contained  in this Agreement  by Industra
                         and  such breach  shall  not have  been waived  by
                         519742 or American Eco. 

          8.2  EFFECT OF TERMINATION

               Upon the  termination of this Agreement  pursuant to Section
          8.1 hereof,  neither party  shall have  any liability  or further
          obligation to the other  party other than liability of  one party
          to another for breach of the provisions of this Agreement. 

          8.3  AMENDMENT

               This  Agreement  may, at  any time  and,  from time  to time
          before and after the holding of the Industra Special Meeting, but
          not  later  than  the  Effective  Date,  be  amended  by  written
          agreement of  the parties hereto (or, in the case of a waiver, by
          written  instrument  of the  party  giving  the waiver)  without,
          subject to applicable law, further notice to or  authorization on
          the  part  of the  security holders  of  Industra, or  the Court.
          Without  limiting  the  generality  of the  foregoing,  any  such
          amendment may: 

               (a)  change  the   time  for  performance  of   any  of  the
                    obligations or acts of the parties hereto; 

               (b)  waive  any  inaccuracies or  modify  any representation
                    contained herein  or in  any documents to  be delivered
                    pursuant hereto; and 

               (c)  waive compliance  with or  modify any of  the covenants
                    herein contained or waive  or modify performance of any
                    of the obligations of the parties hereto; 

          provided that,  notwithstanding the  foregoing, the terms  of the
          Arrangement and this Agreement  shall not be amended in  a manner
          prejudicial to the Industra  Shareholders without the approval of
          such  shareholders given in the  same manner as  required for the
          approval of the Arrangement or as may be ordered by the Court. 

          8.4  AMENDMENT RESULTING FROM FINAL ORDER

               This  Agreement  and  the  Arrangement  may  be  amended  in
          accordance  with the  Final  Order by  written  agreement of  the
          parties hereto. 

                                      ARTICLE 9

                                  GENERAL PROVISIONS

          9.1  NOTICES

               All notices that may be or are required to be given pursuant
          to any  provision of  this Agreement  shall be  given or  made in
          writing  and  shall  be deemed  to  be  validly  given or  served
          personally or by  telecopy, in each  case to the  attention of  a
          senior officer and in each case addressed to the particular party
          at:

               If to 519742 or American Eco:      11011 Jones Road,
                                             Houston, Texas 77070

                                             Attention:  Michael McGinnis
                                             Telecopier:  (281) 774-7005

               with a copy to:                    Cassels Brock & Blackwell
                                             Suite 2100, Scotia Plaza
                                             40 King Street West
                                             Toronto, Ontario
                                             M5H 3C2

                                             Attention:  Mark Young
                                             Telecopier:  (416) 869-5380

               If to Industra:                    401 Salter Street
                                             New    Westminster,    British
          Columbia
                                             V3M 5Y1

                                             Attention:  Wayne Shaw
                                             Telecopier:  (604) 521-3057

               with a copy to:                    Sangra, Moller
                                             1900 700 West Georgia Street
                                             P.O. Box 10354, Pacific Centre
                                             Vancouver, British Columbia
                                             V7Y 1G5

                                             Attention: Kim C. Moller
                                             Telecopier: (604) 669-8803

          or such other addresses or telecopy numbers of which a party may,
          from time to  time, advise the  other party  hereto by notice  in
          writing  given in  accordance  with the  foregoing.  The date  of
          receipt of  any such notice  shall be  deemed to be  the date  of
          delivery thereof,  or in the case of notice sent by telecopy, the
          date of  successful transmission  thereof if given  during normal
          business  hours and on the date during which such normal business
          hours next occur if not given during such hours. 

          9.2  APPLICABLE LAW

               This  Agreement  shall  be  governed  by  and  construed  in
          accordance  with the laws of the Province of British Columbia and
          the laws of Canada applicable therein and shall be treated in all
          respects as a British Columbia contract. 

          9.3  ASSIGNMENT

               This  Agreement  and  all  the provisions  hereof  shall  be
          binding upon and enure  to the benefit of the  parties hereto and
          their respective  successors and permitted assigns.  Neither this
          Agreement  nor  any  of  the   rights  hereunder  or  under   the
          Arrangement  shall be  assigned by any  party hereto  without the
          prior written consent of the other party hereto. 

          9.4  COUNTERPARTS

               This  Agreement may be executed in two or more counterparts,
          each of which shall when delivered (either in originally executed
          form or by  facsimile transmission) shall be  deemed an original,
          but  all  of which  together shall  constitute  one and  the same
          instrument. 

          9.5  BINDING EFFECT

               This Agreement and the Arrangement shall be binding upon and
          shall  enure to  the  benefit of  the  parties hereto  and  their
          respective successors and permitted assigns. 

          9.6  TIME OF THE ESSENOE

               Time shall of the essence of this Agreement.

          9.7  ENTIRE AGREEMENT

               This Agreement constitutes the entire  agreement between the
          parties pertaining  to the  subject matter hereof  and supersedes
          all   prior   agreements,   understandings,   negotiations,   and
          discussions,  whether oral  or  written, among  the parties  with
          respect to the subject matter hereof.

               IN WITNESS WHEREOF  each of the parties  hereto has executed
          this Agreement as of the date first written above.



                                        INDUSTRA SERVICE CORPORATION
                                        Per: /s/ WAYNE SHAW
					    ----------------------

                                        519742 B.C. LTD.

 	                               Per: /s/ WAYNE SHAW
					   ------------------------

                                        AMERICAN ECO CORPORATION

                                        Per: /s/ MICHAEL McGINNlS
					    ---------------------