Exhibit 10.11.2
                                                           ----------------


                                 EMPLOYMENT AGREEMENT
                                ---------------------

               AGREEMENT, made effective the 1st  day of October, 1996 (the
          "Effective Date")  between American Eco  Corporation, an  Ontario
          Company ("Company"),  having its principal office  at 11011 Jones
          Road,  Houston, Texas  77070; and  Frank Fradella,  an individual
          ("Employee")      residing     at      _________________________,
          _________________, Massachusetts ______________________.

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

               WHEREAS, Employee  is willing to serve as  an Executive Vice
          President and  Chief Operating 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.
                    -----------
                    1.   Throughout the  effective term of  this Agreement,
          Company shall employ Employee  and Employee shall render services
          to Company,  its subsidiaries and affiliates,  and the businesses
          heretofore and hereafter conducted by Company in the capacity and
          with  the title of  Executive Vice President  and Chief Operating
          Officer of Company.  Employee shall perform all services, acts or
          things necessary  or advisable  to manage, supervise  and conduct
          the  day-to-day  operations  of  Company,  its  subsidiaries  and
          affiliates,  such  duties  to  include,  without  limitation, the
          responsibility   for  and   management  of   strategic  planning,
          budgeting,  insurance and  risk evaluation, human  resources, job
          cost and inventory accounting systems, and hiring and termination
          of operational  personnel, including the chief  executives of all
          subsidiaries, subject  to the  policies established from  time to
          time by the Chief Executive Officer or 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  all  of 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.
                    --------------------------------------------
                    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 October 1,  1996 (the
          "Commencement  Date")  and  the  term  of  this  Agreement  shall
          continue through and include September 30, 2001 (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 subsidiaries,  divisions or affiliates constituting:
          (A) fraud,  (B) misappropriation  of  corporate opportunity,  (C)
          self-dealing,  (D)  embezzlement of  funds,  (E)  criminal felony
          conviction,  or (F)  the continued  disregard by Employee  of the
          reasonable directions and policies of the Chief Executive Officer
          or  the  Board  of  Directors  of  Company,  provided  that  such
          disregard or non-compliance by Employee continues for a period of
          five  (5) days after written  notice thereof is  delivered to the
          Employee by the Chief Executive Officer or 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
          addiction 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 ten  (10) 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 six (6)
          months 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 six  (6)
          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 for a period of six  (6) months after the date
          of termination, unless Employee  is re-employed or earns business
          income prior to  six (6)  months after the  termination date,  in
          which event the Company's  obligations hereunder shall be reduced
          by  the amount  of  such compensation  or  business income.    In
          addition,  the  balance  of  the promissory  note,  described  in
          Section 1-7,  below, shall  be forgiven by  Company and  Employee
          shall  be   released  from  liability  for   re-payment  of  said
          promissory note.

                    7.   This contract may be terminated by Employee at any
          time  by  giving  sixty   (60)  days  prior  written  notice   of
          termination to the  Company.   In such event,  Employee shall  be
          entitled to the Base Salary  earned by the Employee prior to  the
          date  of termination, computed pro  rata up to  and including the
          Termination  Date.  Employee shall  not be entitled  to any other
          compensation  after the  date  of termination.   All  unexercised
          stock  options  as  the  Termination  Date  shall  be  tested  or
          forfeited as provided in the Company's stock option plan.

                    8.   Notwithstanding any termination of this Agreement,
          whether with cause or without cause, and whether by Company or by
          Employee,  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
          Twenty   Thousand   Eight   Hundred   Thirty-Three   and   33/100
          ($20,833.33) Dollars per  month, payable in  arrears on the  15th
          day  and last day of  each month (said  payment being hereinafter
          referred to as  the "Base  Salary").  The  Base Salary  described
          herein may from time to time during the term of this Agreement be
          increased,  by action of the Chief Executive Officer or the Board
          of Directors of Company, but no such action shall ever operate to
          decrease the amount  of Base Salary described herein, without the
          written consent of Employee.

                    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, incurred by Employee in connection with the performance
          of his duties and responsibilities hereunder;

                    3.   Fringe Benefits.  
                         ---------------     Company   shall    also   make
          available, or cause 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 policies,  as are  put into effect  by
          Company for its other executive employees.

                    4.   Vehicle Allowance.  
                         ------------------  In     addition     to     the
          compensation set  forth above, Employee  shall be paid  a vehicle
          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  Employee's  vehicle   for
          Business  Purposes.   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.   Relocation Expenses.  
                         --------------------     Company  shall  reimburse
          Employee  for all  reasonable  expenses incurred  by Employee  in
          relocating his home to Houston, Texas, such expenses to  include,
          without  limitation,  all  physical  moving  costs,  real  estate
          brokerage  fees  (up  to 6%  of  the  sales  price of  Employee's
          existing home) and all expenses incurred by Employee and his wife
          in traveling to Houston, Texas in order to purchase a new home.

                    6.   Stock Option Grants.  
                         --------------------     In   addition    to   the
          compensation set forth above, Company shall issue  to Employee an
          option to  purchase fifty  thousand (50,000) shares  of Company's
          common stock, 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.

                    7.   Bonuses.
                         --------  (a)  Employee   shall  be   entitled  to
          receive  a non-discretionary  annual  bonus (the  "Minimum Annual
          Bonus") in the amount of Seventy Thousand and No/100 ($70,000.00)
          Dollars per year, payable  on or before each anniversary  date of
          this  Employment  Agreement.     There  shall  be  no  conditions
          precedent  to the payment by  Company to Employee  of the Minimum
          Annual  Bonus, other than the requirement that Employee be in the
          employment of Company, as of  said anniversary date, unless  such
          employment has been terminated in the manner provided in  Section
          B-6. of this Agreement.

                         (b)  In  addition to  the  Minimum  Annual  Bonus,
          described above, Employee shall be entitled to participate in the
          executive bonus pool, which is equal  to five percent (5%) of the
          Net Profit of Company, payable within ninety (90) days of closing
          of  the  Company's  fiscal  year.     The  amount  of  Employee's
          participation  in  the  pool  shall  be  determined in  the  sole
          discretion of the Chief Executive Officer.  The term "Net Profit"
          shall mean the consolidated net income of Company, after tax, 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.

                    8.   Vacation, Holiday, and Sick Leave.  
                         ---------------------------------- Employee  shall
          be entitled  to _________ paid vacation  days annually, effective
          as of the Commencement Date of this Agreement.

                    9.   Initial Bonus.  
                         -------------- As   partial   consideration    for
          Employee's agreement  to become employed by  the Company pursuant
          to  the  provisions  of  this Agreement,  Company  agrees  to pay
          Employee  a  signing bonus  in the  amount  of Two  Hundred Fifty
          Thousand and No/100 ($250,000.00) Dollars, which shall be payable
          to Employee in full on or before November _____, 1996.

               D.   Confidentiality; Non-Competition.
                    ----------------------------------

                    1.   Confidentiality        Information;       Personal
          Relationships.                -----------------------------------
          -----------------
          Employee  agrees that  he shall  during and after  termination of
          employment  with Company,  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 Chief Executive Officer 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.
                         --------------------

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

                         (c)  All Company names,  logos, trade marks,  copy
          rights,  slogans,  insignias  and  the  like  are  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  materials
          promoting the Company or its products.

                    3.   Employees of Company.  
                         --------------------     Upon termination of  this
          contract by 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.

                    4.   Restrictive Covenants.  
                         ----------------------   (a)    E m p l o y e e
          acknowledges  and   agrees  that:  (i)  the   business  contacts,
          customers,  suppliers,  technology,   know-how,  trade   secrets,
          marketing  techniques  and  other  aspects  of  the  business  of
          Company, its  affiliates and its  successors and  assigns are  of
          value  to   Company,   and  provide   Company  with   substantial
          competitive  advantage in the operation  of business, and (ii) by
          virtue  of his  current relationship  with Company,  Employee has
          knowledge  and possesses confidential  information concerning the
          business procedures,  existing and  potential  customer base  and
          operations of Company.

                    (b) In consideration of the receipt  of the Base Salary
          (as defined above),  it is hereby  agreed that (A)  in the  event
          Company  terminates  this  Agreement  without  Cause  (as defined
          herein),  for  the period  riding on  the  date that  Employee is
          entitled  to  receive  his  last  remaining  employee   severance
          payment, described in Section B-6, above, or (B) in the event the
          employment  of  Employee is  terminated  voluntarily by  Employee
          Without  Cause or  by Company  for Cause,  for the  period ending
          three (3)  years following  Employee's termination of  employment
          with  Company, Employee  shall not,  directly or  indirectly, for
          himself, nor through or on behalf of any other person or entity:

                         (i)  divulge,  transmit  or otherwise  disclose or
          cause  to be  divulged, transmitted  or otherwise  disclosed, any
          business contacts,  customer  lists technology,  know-how,  trade
          secrets, marketing techniques, contracts or other confidential or
          proprietary information  of Company or its  successors or assigns
          of whatever nature; and/or

                         (ii) except  as set  forth  in sub-paragraph  (c),
          hereinbelow, in  any  way assist,  loan money  to, consult  with,
          invest, carry on, engage  in or become involved with  (whether as
          an  employee,  agent,  officer, director,  stockholder,  manager,
          partner,  joint  venturer,  lender,  participant,  consultant  or
          otherwise), any  business enterprise  (other than Company  or its
          subsidiaries  or   any  affiliated  corporation,   successors  or
          assigns, if  any) which: (a) is or shall be located or operating,
          or soliciting or servicing customers located or operating, within
          the  geographical  borders  of   the  United  States  of  America
          (collectively,  the  "Territory"), and  (b)  is  or shall  become
          engaged  in  any business  in  competition with  the  business of
          Company or its successors  or assigns.  As used  herein, the term
          "business  in competition  with the  business of  Company or  its
          successors or assigns"  environmental remediation and  compliance
          services,   disposal   services,  demolition   and  dismantlement
          services,  industrial  and/or  commercial mechanical  contracting
          services, and any such  other services or activities owned  by or
          being conducted by Company, its subsidiaries or affiliates, as of
          the date of  termination or  expiration of this  Agreement.   The
          provisions of this subparagraph  4(b)(ii) only shall not preclude
          or prohibit ownership of not  more than five percent (5%) of  the
          outstanding  shares  of  a  publicly  held  corporation  if  such
          ownership    does   not   involve   managerial   or   operational
          responsibility; this exception shall have no applicability to any
          restrictions or  covenants  imposed anywhere  in  this  Agreement
          except specifically with respect to this subparagraph D-4(b)(ii).

               E.   Default.  
                    --------  In the event  that either party  hereto shall
          breach  any  of the  terms of  this  Agreement, Company  shall be
          reimbursed by such  defaulting party for all  costs and expenses,
          including  reasonable  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  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 on
          assignability, 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 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:
                              Mr. Michael E. McGinnis, President
                              American ECO Corporation
                              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 or to
          any  other address  as shall  be  designed from  time to  time by
          Employee.

               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.
                    --------------

                    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 State of Texas, performable in Harris County, Texas.

                    4.   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 DESIGNATED BY
          THE  AMERICAN ARBITRATION  ASSOCIATION IN  HOUSTON, TEXAS  UNLESS
          MUTUALLY AGREED TO  OTHERWISE.  THE  AWARD OF SUCH  ARBITRATOR(S)
          MAY BE ENFORCED  IN ANY  COURT OF COMPETENT  JURISDICTION IN  THE
          STATE OF TEXAS.

                    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.   Company has  agreed to advance a  loan to Employee
          in the original principal amount of Three Hundred  Fifty Thousand
          and No/100  ($350,000.00)  Dollars, said  loan  to be  repaid  by
          Employee in accordance with the terms and provisions of a certain
          promissory  note  evidencing  said  loan,  and  a  copy  of  said
          promissory  note is  attached hereto  and incorporated  herein by
          reference.  Notwithstanding any other provision contained in said
          promissory note to the contrary,  it is agreed that 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
          advantages made by  Company to Employee,  at which time  Employee
          shall  be required  to  repay in  full  said loans  and  advances
          including the loan  evidenced by the promissory  note referred to
          herein.   The Company shall have  the right to  offset and credit
          against  the unpaid principal balance of  such loans, all accrued
          and unpaid  salary, bonuses, and/or profit  sharing distributions
          accrued but unpaid to Employee as of the date of termination.

               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


          _________________________________
        					  BY:_____________________________
	

					          ITS:____________________________


                                                  EMPLOYEE:


					          ________________________________
                                                  FRANK FRADELLA