EXHIBIT 10.12.2


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


          This EMPLOYMENT AGREEMENT (the "Agreement") effective as of
January 1, 1998 by and between American Eco Corporation, an Ontario,
Canada corporation whose principal executive offices are in Houston,
Texas (the "Company"), and Bruce D. Tobecksen (the "Executive").

                            R E C I T A L S
                            - - - - - - - -

          Executive has served Vice President and Treasurer of the
Company since January 1, 1998.

          The Board of Directors of the Company has determined that it
is in the best interests of the Company to retain the Executive's
services and to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the
Executive, to their assigned duties without distraction in potentially
disturbing circumstances arising from the possibility of a change in
control of the Company or the assertion of claims and actions against
employees.

          Both the Company and the Executive recognize the increased
risk of litigation and other claims being asserted against officers
and directors of companies in today's environment.

          The Bylaws of the Company require the Company to indemnify
its directors and officers to the full extent permitted by law.

          Costs, limits in coverage and availability of directors' and
officers' liability insurance policies and developments in the
application, amendment and enforcement of statutory and bylaw
indemnification provisions generally have raised questions concerning
the adequacy and reliability of the protection afforded to directors
and officers and have increased the difficulty of attracting and
retaining qualified persons to serve as directors and officers.

          In recognition of the Executive's need for substantial
protection against personal liability to enhance and induce the
Executive's continued service to the Company in an effective manner
and the Executive's reliance on the Bylaws, and in part to provide the
Executive with specific contractual assurance that the protection
promised by the Bylaws will be available to the Executive (regardless
of, among other things, any amendment to or revocation of the Bylaws
or any change in the composition of the Company's Board of Directors
or acquisition transaction relating to the Company), the Company
wishes to provide in this Agreement for the continuing employment of
the Executive and the indemnification of, and the advancing of
expenses to, the Executive to the full extent (whether partial or
complete) permitted by law and as set forth in this Agreement, and, to
the extent insurance is maintained, for the coverage of the Executive
under the Company's directors' and officers' liability insurance
policies.

          The Company wishes to assure itself of the services of the
Executive for the period provided in this Agreement and the Executive
wishes to serve in the employ of the Company on the terms and
conditions hereinafter provided.

                           A G R E E M E N T
                           - - - - - - - - -

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

                               ARTICLE 1

                              EMPLOYMENT

     1.1    Employment.  The  Company  hereby  employs  the  Executive  and the
            ----------
Executive  hereby accepts  employment by the Company for the period and upon the
terms and conditions contained in this Agreement.


     1.2  Office and Duties.
          -----------------

          (a) Position. The Executive shall serve the Company as Vice
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     President and Treasurer, with authority, duties and
     responsibilities not less than the Executive has on the date of
     this Agreement, with his actions at all times subject to the
     direction of the Board of Directors of the Company.

          (b) Commitment. Throughout the term of this Agreement, the
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     Executive shall devote substantially all of his time, energy,
     skill and best efforts to the performance of his duties hereunder
     in a manner that will faithfully and diligently further the
     business and interests of the Company. Subject to the foregoing,
     the Executive may serve, or continue to serve, on the boards of
     directors of, and hold any other offices or positions in,
     companies or organizations that are disclosed to the Board of
     Directors and that will not materially affect the performance of
     tile Executive's duties pursuant to this Agreement. The Executive
     has, by prior agreement, agreed to cooperate from time-to-time
     with his former employer, in the event that he is needed to
     assist in litigation or regulatory matters, the Company agrees to
     allow the Executive to cooperate if he is needed to fulfill his
     prior agreement as long as his commitment does not materially
     effect the performance of the Executive's duties. The Executive
     will not be paid during the time he is absent from the Company in
     fulfillment of this obligation.

     1.3  Term. The term of this Agreement shall commence on January 1,
          ----
1998 and shall end on the third anniversary of the date on which the
Board of Directors of the Company notifies the Executive that the
Board of Directors has determined to discontinue this Agreement (the
period of time between the commencement and the end of this Agreement
is referred to herein as the "Term").

     1.4  Compensation.
          ------------

          (a) Base Salary. The Company shall pay the Executive as
              -----------
     compensation an aggregate salary ("Base Salary") of $250,000 per
     year during the Term, or such greater amount as shall be approved
     by the Compensation Committee of the Company's Board of
     Directors. The Compensation Committee shall review the
     Executive's Base Salary at least annually. The Base Salary for
     each year shall be paid by the Company in accordance with the
     regular payroll practices of the Company.

          (b) Annual Bonus. Each year during the Term, the Executive
              ------------
     shall be eligible to participate in an annual bonus pool equal to
     5% of the Company's net income, which shall mean the consolidated
     net income of the Company for its fiscal year, calculated in
     accordance with generally accepted accounting principles as
     applied by the Company's auditors during their annual audit. The
     Company shall pay the Executive such bonus (the "Annual Bonus")
     no later than 90 days following the end of each Company's fiscal
     year. The amount of the Annual Bonus to which the Executive may
     be entitled shall be determined in advance by the Compensation
     Committee and shall be described on Appendix A, which shall be
     attached to this Agreement. Appendix A shall be revised from time
     to time to reflect the Annual Bonus to which the Executive may be
     entitled in future years, and a copy of such revised Appendix A
     shall be provided to the Executive prior to the start of the year
     for which an Annual Bonus is payable; provided, however, that the
     amount of the Annual Bonus and the conditions for the payment of
     such amount may not be changed after the start of the fiscal year
     for which such Annual Bonus is payable.

          (c) Stock Options. The Executive shall be eligible to
              -------------
     receive grants of stock options pursuant to the Company's
     Employee Stock Option Plan, as amended May 7, 1997, and as
     amended hereafter, in amounts (if any) and on terms and
     conditions to be determined by the Compensation Committee of the
     Company's Board of Directors. For 1998, the Executive shall be
     granted an option to purchase 50,000 shares of the common stock
     of the Company.

          (d) Life Insurance. During the Term and subject to the
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     Executive's qualification under normal life insurance
     underwriting standards as of the date hereof and at any policy
     renewal date, the Company shall provide, at the Company's
     expense, a term life insurance policy on the life of the
     Executive in a face amount equal to $2,000,000. The proceeds from
     such policy shall be payable as follows: 50% to the Company and
     50% to the Executive's estate.

          (e) Fringe Benefits and Perquisites. During the Term, the
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     Executive shall be entitled to participate in or receive benefits
     under any plan or arrangement made available by the Company to
     its senior executive officers, including but not limited to any
     hospitalization, medical, dental or pension plan, subject to and
     on a basis consistent with the terms, conditions and overall
     administration of such plans and arrangements. Nothing paid to
     the Executive under any plan or arrangement made available to the
     Executive shall be deemed to be in lieu of compensation
     hereunder.

          (f) Automobile Allowance. During the Term, the Executive
              --------------------
     shall be provided a car or paid a car allowance of $750.00 per
     month. This amount shall be paid on the first day of each month,
     and the Company shall also reimburse the Executive for all actual
     expenses associated with operating and maintaining the
     Executive's vehicle. The Executive shall submit receipts or other
     evidence of such expenditures, and the Company shall pay these
     amounts to the Executive within 30 days of receipt of such
     documentation.

          (g) Payment and Reimbursement of Expenses. During the Term,
              -------------------------------------
     the Company shall pay or reimburse the Executive for all
     reasonable travel and other expenses incurred by the Executive in
     performing his obligations under this Agreement in accordance
     with the policies and procedures of the Company for its senior
     executive officers, provided that the Executive properly accounts
     therefor in accordance with the regular policies of the Company.

          (h) Vacations. During the Term and in accordance with the
              ---------
     regular policies of the Company, the Executive shall be entitled
     to the number of paid vacation days in each calendar year
     determined by the Company from time to time for its senior
     executive officers, but not less than four weeks in any calendar
     year (prorated in any calendar year in which the Executive is
     employed hereunder for less than the entire year in accordance
     with the number of days in such calendar year during which the
     Executive is so employed).

          (i) Benefits Not in Lieu of Compensation. No benefit or
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     perquisite provided to the Executive shall be deemed to be in
     lieu of Base Salary, Annual Bonus, or other compensation.

          (j) The Company agrees to relocate the Executive and his
     spouse from Lisle, IL to Houston, TX. The Company will reimburse
     the Executive for all of his out-of-pocket relocation expenses
     including temporary living in Houston, commuting during
     reasonable transition period, two house-hunting trips to Houston,
     realtor's commission on sale of the Lisle House, expenses of
     closing and attorneys fees. Furthermore any expenses of acquiring
     a new house including mortgage points, closing costs, and
     attorney's fees. Finally, the moving cost of household effects
     including the automobile will be reimbursed. Any taxes associated
     with the moving expense will be reimbursed by the Company.

     1.5  Termination.
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          (a) Disability. The Company may terminate this Agreement for
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     Disability, "Disability" shall exist if because of ill health or
     physical or mental disability, and notwithstanding reasonable
     accommodations made by the Company, the Executive shall have been
     unable, unwilling or shall have failed to perform his duties
     under this Agreement, as determined in good faith by the
     Compensation Committee of the Company's Board of Directors, for a
     period of 180 consecutive days, or if, in any 12-month period,
     the Executive shall have been unable or unwilling or shall have
     failed to perform his duties for a period of 270 days,
     irrespective of whether or not such days are consecutive.

          (b) Cause. The Company may terminate the Executive's
              -----
     employment for Cause. Termination for "Cause" shall mean
     termination because Of the Executive's (i) willful gross
     misconduct that causes material economic harm to the Company or
     that brings substantial discredit to the Company's reputation,
     (ii) final, nonappealable conviction of a felony involving moral
     turpitude, or (iii) material breach of any provision of this
     Agreement. Items (i) and (iii) of this subsection shall not
     constitute Cause unless the Company notifies the Executive
     thereof in writing, specifying in reasonable detail the basis
     therefor and stating that it is grounds for Cause, and unless the
     Executive fails to cure such matter within 60 days after such
     notice is sent or given under this Agreement. The Executive shall
     be permitted to respond and to defend himself before the Board of
     Directors or any appropriate committee thereof within a
     reasonable time after written notification of any proposed
     termination for Cause under item (i) or (iii) of this subsection.

          (c) Without Cause. During the Term, the Company may
              -------------
     terminate the Executive's employment Without Cause, subject to
     the provisions of subsection 1.6(d) (Termination Without Cause or
     for Company Breach). Termination "Without Cause" shall mean
     termination of the Executive's employment by the Company other
     than termination for Cause or for Disability.

          (d) Company Breach. The Executive may terminate his
              --------------
     employment hereunder for Company Breach. For purposes of this
     Agreement "Company Breach" shall mean:

               (i) without his express written consent, any material
               reduction in the authority, duties and responsibilities
               that the Executive has on the date of this Agreement,
               or the assignment to the Executive of any duties
               inconsistent with his positions, duties,
               responsibilities and status with the Company, or a
               change in his reporting responsibilities, titles or
               offices, or any removal of the Executive from or any
               failure to re-elect the Executive to any of such
               positions, except in connection with the termination of
               his employment for Cause, Disability or retirement or
               as a result of his death or by the Executive other than
               for Company Breach or Change in Control;

               (ii) a reduction in the Executive's Base Salary as in
               effect on the date of this Agreement or as the same may
               be increased from time to time;

               (iii) a relocation of the Company's principal executive
               offices to any county other than Harris County or any
               county contiguous thereto or the Company's requiring
               the Executive to be based anywhere other than Harris
               County or any county contiguous thereto, except for
               required travel on the Company's business to an extent
               substantially consistent with his present business
               travel obligations, or, in the event the Executive
               consents to any relocation, the failure by the Company
               (a) to retain a real estate broker, at the Company's
               expense, and otherwise assist the Executive in selling
               the Executive's principal residence in Harris County,
               (b) to pay (or reimburse the Executive) for all
               reasonable moving expenses incurred by him relating to
               a change of his principal residence in connection with
               such relocation and (c) to indemnify the Executive
               against any loss (defined as the difference between the
               actual sale price of such residence and the higher of
               (1) his aggregate investment in such residence or (2)
               the fair market value of such residence as determined
               by a real estate appraiser designated by the Executive
               and reasonably satisfactory to the Company) realized on
               the sale of the Executive's principal residence in
               connection with any such change of residence;

               (iv) the failure by the Company to continue in effect
               any benefit or compensation plan (including but not
               limited to any stock option plan, pension plan, life
               insurance plan, health and accident plan or disability
               plan) in which the Executive is participating (or plans
               providing substantially similar benefits), the taking
               of any action by the Company which would adversely
               affect the Executive's participation in or materially
               reduce his benefits under any of such plans or deprive
               him of any material fringe benefit enjoyed by him, or
               the failure by the Company to provide the Executive
               with the number of paid vacation days to which he is
               then entitled on the basis of years of service with the
               Company in accordance with the Company's normal
               vacation policy in effect on the date hereof;

               (v) any failure of the Company to obtain the assumption
               of, or the agreement to perform, this Agreement by any
               successor as contemplated in Section 4.13 (Binding
               Effect Etc.) hereof; or

               (vi) any material breach of this Agreement by the
               Company;

provided, however, that a material breach of this Agreement by the
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Company shall not constitute Company Breach unless the Executive
notifies the Company in writing of the breach, specifying in
reasonable detail the nature of the breach and stating that such
breach is grounds for Company Breach, and unless the Company fails to
cure such breach within 60 days after such notice is sent or given
under this Agreement.

          (e) Change in Control. The Executive may terminate his
     employment hereunder with 12 months of a Change in Control
     (defined below):

               (i)  "Change in Control" shall mean any of the
                    following:

                         (1) any consolidation or merger of the
                    Company in which the Company is not the continuing
                    or surviving corporation or pursuant to which
                    shares of the Company's common stock would be
                    converted into cash, securities or other property,
                    other than a merger of the Company in which the
                    holders of the Company's common stock immediately
                    prior to the merger have the same proportionate
                    ownership of common stock of the surviving
                    corporation immediately after the merger;

                         (2) any sale, lease, exchange or other
                    transfer (in one transaction or a series of
                    related transactions) of all or substantially all
                    of the assets of the Company;

                         (3) any approval by the stockholders of the
                    Company of any plan or proposal for the
                    liquidation or dissolution of the Company;

                         (4) the cessation of control (by virtue of
                    their not constituting a majority of directors) of
                    the Company's Board of Directors by the
                    individuals (the "Continuing Directors") who (x)
                    at the date of this Agreement were directors or
                    (y) become directors after the date of this
                    Agreement and whose election or nomination for
                    election by the Company's stockholders was
                    approved by a vote of at least two-thirds of the
                    directors then in office who were directors at the
                    date of this Agreement or whose election or
                    nomination for election was previously so
                    approved); or

                         (5) the acquisition of beneficial ownership
                    (within the meaning of Rule 13d- 3 under the
                    Securities Exchange Act of 1934, as amended) of an
                    aggregate of 15% of the voting power of the
                    Company's outstanding voting securities by any
                    person or group (as such term is used in Rule
                    13d-5 under such Act) who beneficially owned less
                    than 10% of the voting power of the Company's
                    outstanding voting securities on the date hereof,
                    or the acquisition of beneficial ownership of an
                    additional 5% of the voting power of the Company's
                    outstanding voting securities by any person or
                    group who beneficially owned at least 10% of the
                    voting power of the Company's outstanding voting
                    securities on the date hereof, provided, however,
                    that notwithstanding the foregoing, an acquisition
                    shall not constitute a Change in Control hereunder
                    if the acquiror is (w) the Executive, (x) a
                    trustee or other fiduciary holding securities
                    under an employee benefit plan of the Company and
                    acting in such capacity, (y) a corporation owned,
                    directly or indirectly, by the stockholders of the
                    Company in substantially the same proportions as
                    their ownership of voting securities of the
                    Company or (z) any other person whose acquisition
                    of shares of voting securities is approved in
                    advance by a majority of the Continuing Directors;

                         (6) subject to applicable law, in a Chapter
                    11 bankruptcy proceeding, the appointment of a
                    trustee or the conversion of a case involving the
                    Company to a case under Chapter 7.

               (f) Without Good Reason. During the Term, the Executive
          may terminate his employment Without Good Reason.
          Termination "Without Good Reason" shall mean termination of
          the Executive's employment by the Executive other than
          termination for Company Breach or as a result of a Change in
          Control.

               (g) Explanation of Termination of Employment. Any party
          terminating this Agreement shall give prompt written notice
          ("Notice of Termination") to the other party hereto advising
          such other party of the termination of this Agreement.
          Within thirty (30) days after notification that the
          Agreement has been terminated, the terminating party shall
          deliver to the other party hereto a written explanation (the
          "Explanation of Termination of Employment"), which shall
          state in reasonable detail the basis for such termination
          and shall indicate whether termination is being made for
          Cause, Without Cause or for Disability (if the Company has
          terminated the Agreement) or for Company Breach, upon a
          Change in Control or Without Good Reason (if the Executive
          has terminated the Agreement).

               (h) Date of Termination. "Date of Termination" shall
          mean the date on which Notice of Termination is sent or
          given under this Agreement.

     1.6  Compensation During Disability or Upon Termination.

          (a) During Disability. During any period that the Executive
              -----------------
     fails to perform his duties hereunder because of Disability, he
     shall continue to receive his full Base Salary and benefits
     pursuant to Section 1.4 (Compensation) until the Date of
     Termination.

          (b) Termination for Disability. If the Company shall
              --------------------------
     terminate the Executive's employment for Disability, then the
     Company shall have no further obligation to make any payment
     under this Agreement which has not already become payable, but
     has nor yet been paid, except that the Company shall continue to
     provide the Executive with the benefits set forth in Section
     1.6(f) (Employee Benefits) for the period described therein. The
     Company also shall make any additional payments necessary to
     provide the disability benefits set forth in Section 1.4(e)
     (Disability Insurance) above.

          (c) Termination for Cause or Without Good Reason. If the
              --------------------------------------------
     Company shall terminate the Executive's employment for Cause or
     if the Executive shall terminate his employment Without Good
     Reason, then the Company shall have no further obligation to make
     any payment under this Agreement which has not already become
     payable, but has not yet been paid, except as may otherwise be
     provided under the terms of any employee benefit programs in
     which the Executive is participating.

          (d) Termination With Without Cause or for Company Breach. If
              ----------------------------------------------------
     the Company shall terminate the Executive's employment Without
     Cause or if the Executive shall terminate his employment for
     Company Breach, then the Company shall pay to the Executive, as
     severance pay in a lump sum no later than the 15th day following
     the Date of Termination, the following amounts:

               (i) any payment of Base Salary (at the rate in effect
          as of the Date of Termination) or Annual Bonus which has
          already become payable, but has not yet been paid, through
          the Date of Termination;

               (ii) his Annual Bonus for the fiscal year in which the
          Date of Termination occurs, as prorated through the Date of
          Termination. If such Annual Bonus is dependent upon
          financial results for the fiscal year that are unknown at
          the Date of Termination, his Annual Bonus received for the
          past fiscal year shall substitute as his Annual Bonus for
          the fiscal year in which the Date of Termination occurs; and

               (iii) in lieu of any further Base Salary and Annual
          Bonus for periods subsequent to the Date of Termination, an
          amount equal to the product of (A) the sum of the
          Executive's Base Salary at the rate in effect as of the Date
          of Termination. plus the average Annual Bonus paid to the
          Executive during the preceding two (2) years (or such
          shorter period for which any Annual Bonus has been paid),
          multiplied by (B) the number three (3).

          The Company shall also continue to provide the Executive
     with the employee benefits set for in Section 1.6(f) (Employee
                                                           --------
     Benefits) for the period described therein.
     --------

          If the Executive terminates his employment for Company
     Breach based upon a material reduction by the Company of the
     Executive's Base Salary, then for purposes of this Section 1.6(d)
     (Termination Without Cause or for Company Breach), the
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     Executive's Base Salary as of the Date of Termination shall be
     deemed to be the Executive's Base Salary immediately prior to the
     reduction that the Executive claims as grounds for Company
     Breach.

          (e) Termination Upon a Change in Control. If the Executive
              ------------------------------------
     terminates his employment 1.5(e) (Change in Control), then the
     Company shall pay to the Executive as severance pay and as
     liquidated damages (because actual damages ire difficult to
     ascertain), in a lump sum, in cash, within 15 days after
     termination, an amount equal to The amounts provided in Sections
     1.6(d)(i), (ii), and (iii) above. In addition, if the Executive
     is liable for the payment of any excise tax (the "Basic Excise
     Tax") because of Section 4999 of the Internal Revenue Code of
     1986, as amended (the "Code"), or any successor or similar
     provision, with respect to any payments or benefits received or
     to be received from the Company or its affiliates, or any
     successor to the Company or its affiliates, whether provided
     under this Agreement or otherwise, the Company shall pay the
     Executive an amount (the "Special Reimbursement") which, after
     payment by the Executive (or on the Executive's behalf) of any
     federal, state and local taxes applicable thereto, including,
     without limitation, any further excise tax under such Section
     4999 of the Code, on, with respect to or resulting from the
     Special Reimbursement, equal the net amount of the Basic Excise
     Tax. The determination of the amount of the payment described in
     this Section 1.6(e) shall be made by the Company's independent
     auditors.

          (f) Employee Benefits. Unless the Company terminates the
              -----------------
     Executive's employment for Cause or the Executive terminates his
     employment Without Good Reason, the Company shall maintain in
     full force and effect, for the continued benefit of the Executive
     and, if applicable, his wife and children, the employee benefits
     set forth in Sections 1.4(d) (Life Insurance) and 1.4(e)
     (Disability Insurance), and any hospitalization, medical and
     dental coverage included in Section 1.4(f) (Fringe Benefits and
     Perquisites) above that he was entitled to receive immediately
     prior to the Date of Termination (subject to the general terms
     and conditions of the plans and programs under which he receives
     such benefits) for the balance of the Term or for the period
     provided for under the terms and conditions of such plans and
     programs, whichever is longer, with the full amount of any
     applicable premiums to be borne by the Company.

          (g) No Mitigation. The Executive shall not be required to
              -------------
     mitigate the amount of any payment provided for in this Section
     1.6 (Compensation During Disability or Upon Termination) by
     seeking other employment or otherwise.

     1.7 Death of Executive. If the Executive dies prior to the
         ------------------
expiration of this Agreement, the obligations under this Agreement
shall automatically terminate and all compensation to which the
Executive is or would have been entitled hereunder (including without
citation under Sections 1.4(a) (Base Salary) and 1.4(b) (Annual Bonus)
shall terminate as of the end of the month in which the Executive's
death occurs; provided, however, that (i) the Company shall pay to the
Executive's estate, as soon as practicable, a prorated Annual Bonus,
if earned in accordance with the Company's annual bonus plan; (ii) for
the balance of the Term, the Executive's wife and children shall be
entitled to continue participation in the Company's group
hospitalization, medical and dental plans (if any), with the full
amount of any premium to be borne by the Company; and (iii) the
Executive's named beneficiary or beneficiaries shall receive the
benefits payable pursuant to Section 1.4(d) (Life Insurance) hereof
and such reimbursement as may have been due to the Executive pursuant
to Section 1.4(h) (Payment and Reimbursement of Expenses) hereof.

                               ARTICLE 2

                  NON-COMPETITION AND CONFIDENTIALITY

     2.1  Non-Competition.
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          (a) Description of Proscribed Actions. Throughout the
              ---------------------------------
     Executive's employment during the term of this Agreement and,
     unless the Agreement terminates pursuant to Section 1.5(a)
     (Disability), Section 1.5(c) (Without Cause), Section 1.5(d)
      ----------                   -------------
     (Company Breach), or Section 1.5(e) (Change in Control), for a
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     period of two (2) years after the termination of the Executive's
     employment, in consideration for the Company's obligations
     hereunder, including without limitation the Company's disclosure
     (pursuant to Section 2.2(b) (Obligation of The Company) below) of
                                  -------------------------
     Confidential Information and the Company's agreement to indemnify
     the Executive (pursuant to Article 3 (Indemnification) hereof),
                                           ---------------
     the Executive shall not:

               (i) directly or indirectly, engage or invest in, own,
          manage, operate, control or participate in the ownership,
          management, operation or control of, be employed by,
          associated or in any manner connected with, or render
          services or advice to, any Competing Business (as defined in
          Section 2.1(d) below); provided, however, that the Executive
          may invest in the securities of any enterprise (but without
          otherwise participating in the activities of such
          enterprise) if (x) such securities are listed on any
          national or regional securities exchange or have been
          registered under Section 12(g) of the Securities Exchange
          Act of 1934 and (y) the Executive does not beneficially own
          (as defined Rule 13d-3 promulgated under the Securities
          Exchange Act of 1934) in excess of 5% of the outstanding
          capital stock of such enterprise;

               (ii) directly or indirectly, either as principal,
          agent, independent contractor, consultant, director,
          officer, employee, employer, advisor (whether paid or
          unpaid), stockholder, partner or in any other individual or
          representative capacity whatsoever, either for his own
          benefit or for the benefit of any other person or entity,
          solicit, diver or take away any suppliers, customers or
          clients of the Company or any of its Affiliates (as defined
          in Section 2.1(e) below); or

               (iii) directly or indirectly, either as principal,
          agent, independent contractor, consultant, director,
          officer, employee, employer, advisor (whether paid or
          unpaid), stockholder, partner or in any other individual or
          representative capacity whatsoever, either for his own
          benefit or for the benefit of any other person or entire,
          either (i) hire, attempt to hire, contact or solicit with
          respect to hiring, any employee of the Company or any
          Affiliate thereof, (ii) induce or otherwise counsel, advise
          or encourage any employee of the Company or any Affiliate
          thereof to leave the employment of the Company or any
          Affiliate thereof, or (iii) induce any representative or
          agent of the Company or any Affiliate thereof to terminate
          or modify its relationship with the Company or such
          Affiliate.

          (b) Judicial Modification. The Executive agrees that if a
              ---------------------
     court of competent jurisdiction determines that the length of
     time or any other restriction, or portion thereof, set forth in
     this Section 2.1 (Non-Competition) is overly restrictive and
                       ---------------
     unenforceable, the court may reduce or modify such restrictions
     to those which it deems reasonable and enforceable under the
     circumstances, and as so reduced or modified, the parties hereto
     agree that the restrictions of this Section 2.1 (Non-Competition)
     shall remain in full force and effect. The Executive further
     agrees that if a court of competent jurisdiction determines that
     any provision of this Section 2. 1 (Non-Competition) is invalid
                                         ---------------
     or against public policy, the remaining provisions of this
     Section 2.1 (Non-Competition) and the remainder of this Agreement
                  ---------------
     shall not be affected thereby, and shall remain in full force and
     effect.

          (c) Nature of Restriction. The Executive acknowledges that
              ---------------------
     the business of the Company and its Affiliates is international
     in scope and that the Restrictions imposed by this Agreement are
     legitimate, reasonable and necessary to protect the Company's and
     its Affiliates' investment in their businesses and the goodwill
     thereof. The Executive acknowledges that the scope and duration
     of the restrictions contained herein are reasonable in light of
     the time that the Executive has been engaged in the business of
     the Company and its Affiliates, the Executive's reputation in the
     markets for the Company's and its Affiliates' businesses and the
     Executive's relationship with the suppliers, customers and
     clients of the Company and its Affiliates. The Executive further
     acknowledges that the restrictions contained herein are not
     burdensome to the Executive in light of the consideration paid
     therefor and the other opportunities that remain open to the
     Executive. Moreover, the Executive acknowledges that he has other
     means available to him for the pursuit of his livelihood.

          (d) Competing Business. "Competing Business" shall mean any
              ------------------
     individual, business, firm, company, partnership, point venture,
     organization, or other entity engaged in the industrial support
     services, specialty fabrication, or environmental remediation
     business in any domestic or international market area in which
     the Company or any of its Affiliates does business at any time
     during the Executive's employment with the Company.

          (e) Affiliate. When used with reference to the Company,
              ---------
     "Affiliate" shall mean any person or entity that directly or
     indirectly through one or more intermediaries controls or is
     controlled by or is under common control with the Company.

     2.2  Confidentiality. For the purposes of this Section 2.2
          ---------------
(Confidentiality), the term "the Company" shall be construed also to
include any and all Affiliates of the Company.

               (a) Confidential Information. "Confidential
                   ------------------------
          Information" shall mean information that is used in the
          Company's business and

                    (i) is proprietary to, about or created by the
               Company;

                    (ii) gives the Company some competitive advantage,
               the opportunity of obtaining such advantage or the
               disclosure of which could be detrimental to the
               interests of the Company;

                    (iii) is not typically disclosed to non-employees
               by the Company, or otherwise is treated as confidential
               by the Company; or

                    (iv) is designated as Confidential Information by
               the Company or from all the relevant circumstances
               should reasonably be assumed by the Executive to be
               confidential to the Company.

          Confidential Information shall not include information
          publicly known (other than as a result of a disclosure by
          the Executive). The phrase "publicly known" shall mean
          readily accessible to the public in a written publication
          and shall not include information that is only available by
          a substantial searching of the published literature or
          information the substance of which must be pieced together
          from a number of different publications and sources, or by
          focused searches of literature guided by Confidential
          information.

          (b) Obligation of The Company. During the Term, the Company
              -------------------------
     shall provide access to, or furnish to, the Executive
     Confidential Information of the Company necessary to enable the
     Executive properly to perform his obligations under this
     Agreement.

          (c) Non-Disclosure. The Executive acknowledges, understands
              --------------
     and agrees that all Confidential Information, whether developed
     by the Company or others or whether developed by the Executive
     while carrying out the terms and provisions of this Agreement (or
     previously while serving as an officer of the Company), shall be
     the exclusive and confidential property of the Company and (i)
     shall not be disclosed to any person other than employees of the
     Company and professionals engaged on behalf of the Company, and
     other than disclosure in the scope of the Company's business in
     accordance with the Company's policies for disclosing
     information, (ii) shall be safeguarded and kept from
     unintentional disclosure and (iii) shall not be used for the
     Executive's personal benefit. Subject to the terms of the
     preceding sentence, the Executive shall not use, copy or transfer
     Confidential Information ocher than as is necessary in carrying
     out his duties under this Agreement.

     2.3 Injunctive Relief. Because of the Executive's experience and
         -----------------
reputation in the industries in which the Company operates, and
because of the unique nature of the Confidential Information, the
Executive acknowledges, understands and agrees that the Company will
suffer immediate and irreparable harm if the Executive fails to comply
with any of his obligations under Article 2 (Non-Competition and
                                             -------------------
Confidentiality) of this Agreement, and that monetary damages will be
---------------
inadequate to compensate the Company for such breach. Accordingly, the
Executive agrees that the Company shall, in addition to any other
remedies available to it at law or in equity, be entitled to
injunctive relief to enforce the terms of Article 2 (Non-Competition
                                                     ---------------
and Confidentiality) without the necessity of proving inadequacy of
-------------------
legal remedies or irreparable harm.

                               ARTICLE 3

                            INDEMNIFICATION

     3.1  Basic Indemnification Arrangement.

          (a) Claims Arising from the Executive's Position with the
              -----------------------------------------------------
     Company. In addition to any separate agreements between the
     -------
     Executive and the Company relating to indemnification, the
     Company will indemnify and hold harmless the Executive, to the
     fullest extent permitted by applicable law, in respect of any
     liability, damage, cost or expense (including reasonable counsel
     fees) incurred in connection with the defense of any claim.
     action, suit or proceeding to which he is a party, or threat
     thereof, by reason of his being or having been an officer or
     director of the Company or any subsidiary or affiliate of the
     Company, or his serving or having served at the request of the
     Company as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust, business
     organization, enterprise or other entity, including service with
     respect to employee benefit plans. Without limiting the
     generality of the foregoing, the Company will pay the expenses
     (including reasonable counsel fees) of defending any such claim,
     action, Suit or proceeding in advance of its final disposition.

          (b) Contests of this Agreement. The Company agrees to pay
              --------------------------
     promptly as incurred, to the full extent permitted by law, all
     legal fees and expenses which the Executive may reasonably incur
     as a result of any contest (regardless of the outcome thereof) by
     the Company, the Executive or others of the validity or
     enforceability of, or liability under any provision of this
     Agreement or any guarantee of performance thereof (including as a
     result of any contest by the Executive about the amount of any
     payment pursuant to this Agreement), plus in each case interest
     on any delayed payment at the applicable Federal rate provided
     for in Section 7872(f)(2)(A) of the Code.

          (c) Liability Insurance. During the Term, the Company agrees
              -------------------
     to continue on the Executive's behalf, directors and officers
     insurance or any other indemnity policy presently carried on
     behalf of the Executive, and further agrees to supplement any
     such existing policy to cover all actions taken by the Executive
     in connection with his employment by the Company.

                               ARTICLE 4

                             MISCELLANEOUS

     4.1 Period of Limitations. No legal action shall be brought and
         ---------------------
no cause of action shall be asserted by or on behalf of the Company or
any Affiliate of the Company against the Executive, the Executive's
spouse, heirs, executors or personal or legal representatives after
the expiration of two years from the date of accrual of such cause of
action, and any claim or cause of action of the Company or any
Affiliate shall be extinguished and deemed released unless asserted by
the timely filing of a legal action within such two-year period;
provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action such shorter period
shall govern.

     4.2 Counterparts. This Agreement may be executed in two or more
         ------------
counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.

     4.3 Indulgences, Etc. Neither the failure nor any delay on the
         ----------------
part of either party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any right,
remedy, power or privilege, nor shall any waiver of any right, remedy,
power, or privilege with respect to any occurrence be construed as a
waiver of such right, remedy, power or privilege with respect to any
other occurrence.

     4.4 Executive's Sole Remedy. The Executive's sole remedy shall be
         -----------------------
against the Company for any claim, liability or obligation of any
nature whatsoever arising out of or relating to this Agreement or an
alleged breach of this Agreement or for any other claim arising out of
the Executive's employment by the Company, his service to the Company,
any indemnification obligation of the Company or the termination of
the Executive's employment hereunder (collectively, "Executive
Claims"). The Executive shall have no claim or right of any nature
whatsoever against any of the Company's directors, former directors,
officers, former officers, employees, former employees, stockholders,
former stockholders, agents, former agents or the Independent Counsel
in their individual capacities arising out of or relating to any
Executive Claim. The Executive hereby releases and covenants not to
sue any person other than the Company over any Executive Claim. The
persons described in this Section 4.4 (other than the Company and the
Executive) shall be third-party beneficiaries of this Agreement for
purposes of enforcing the terms of this Section 4.4 (Executive's Sole
Remedy) against the Executive.

     4.5 Notices. All notices, requests, demands and other
         -------
communications required or permitted under this Agreement and the
transactions contemplated herein shall be in writing and shall be
deemed to have been duly given, made and received when sent by
telecopy (with a copy sent by mail) or when personally delivered or
one business day after it is sent by overnight service, addressed as
set forth below:

               If to the Executive:

                      Bruce D. Tobecksen
                      2508 Pebble Creek Drive
                      Lisle, IL 60532

               If to the Company:

                      American Eco Corporation
                      11011 Jones Road
                      Houston, Texas 77070
                      Attn:  President



<PAGE>




Any party may alter the address to which communications or copies are
to be sent by giving notice of such change of address in conformity
with the provisions of this subsection for the giving of notice, which
shall be effective only upon receipt.

     4.6 Provisions Separable. The provisions of this Agreement are
         --------------------
independent of and separable from each other, and no provision shall
be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or
unenforceable in whole or in part.

     4.7 Entire Agreement. This Agreement contains the entire
         ----------------
understanding between the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements
and understandings, inducements or conditions, express or implied,
oral or written, except as herein contained, which shall be deemed
terminated effective immediately. The express terms hereof control and
supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be
modified or amended other than by an agreement in writing.

     4.8 Headings; Index. The headings of paragraphs and Index of
         ---------------
Defined Terms herein are included solely for convenience of reference
and shall not control the meaning or interpretation of any of the
provisions of this Agreement.

     4.9 Governing Law. This Agreement shall be governed by and
         -------------
construed in accordance with the laws of the State of Texas, without
giving effect to principles of conflict of laws.

     4.10 Dispute Resolution. Subject to the Company's right to seek
          ------------------
injunctive relief in court as provided in Section 2.3 (Injunctive
                                                       ----------
Relief) of this Agreement and the Executive's right to such a judicial
------
determination that the Executive should be indemnified by the Company
(as provided in Section 3.1(b) (Conditions) of this Agreement), any
                                ----------
dispute, controversy or claim arising our of or in relation to or
connection with this Agreement, including without limitation any
dispute as to the construction, validity, interpretation,
enforceability or breach of this Agreement, shall be exclusively and
finally settled by arbitration, and any party may submit such dispute,
controversy or claim, including a claim for indemnification under this
Section 4.10 (Dispute Resolution), to arbitration.
              ------------------

          (a) Arbitrators. The arbitration shall be heard and
              -----------
     determined by one arbitrator, who shall be impartial and who
     shall be selected by mutual agreement of the parties, provided,
                                                           --------
     however, that if the dispute involves more than $2,000,000, then
     -------
     the arbitration shall be heard and determined by three (3)
     arbitrators. If three (3) arbitrators are necessary as provided
     above, then (i) each side shall appoint an arbitrator of its
     choice within thirty (30) days of the submission of a notice of
     arbitration and (ii) the party- appointed arbitrators shall in
     turn appoint a presiding arbitrator of the tribunal within thirty
     (30) days following the appointment of the last party-appointed
     arbitrator. If (x) the parties cannot agree on the sole
     arbitrator, (y) one party refuses to appoint its party-appointed
     arbitrator within said thirty (30) day period or (z) the
     party-appointed arbitrators cannot reach agreement on a presiding
     arbitrator of the tribunal, then the appointing authority for the
     implementation of such procedure shall be the Senior United
     States District Judge for the Southern District of Texas, who
     shall appoint an independent arbitrator who does not have any
     financial interest in the dispute, controversy or claim. If the
     Senior United States District Judge for the Southern District of
     Texas refuses or fails to act as the appointing authority within
     ninety (90) days after being requested to do so. then the
     appointing authority shall be the Chief Executive officer of the
     American Arbitration Association, who shall appoint an
     independent arbitrator who does not have any financial interest
     in the dispute, controversy or claim. All decisions and awards by
     the arbitration tribunal shall be made by majority vote.

          (b) Proceedings. Unless otherwise expressly agreed in
              -----------
     writing by the parties to the arbitration proceedings:

               (i) The arbitration proceedings shall be held in
          Houston, Texas, at a site chosen by mutual agreement of the
          parties, or if the parties cannot reach agreement on a
          location within this (30) days of the appointment of the
          last arbitrator, then at a site chosen by the arbitrators;

               (ii) The arbitrators shall be and remain at all times
          wholly independent and impartial;

               (iii) The arbitration proceedings shall be conducted in
          accordance with the Commercial Arbitration Rules of the
          American Arbitration Association, as amended from time to
          time;

               (iv) Any procedural issues not determined under the
          arbitral rules selected pursuant to item (iii) above shall
          be determined by the law of the place of arbitration, other
          than those laws which would refer the matter to another
          jurisdiction;

               (v) The costs of the arbitration proceedings (including
          attorneys' fees and costs) shall be borne in the manner
          determined by the arbitrators;

               (vi) The decision of the arbitrators shall be reduced
          to writing; final and binding without the right of appeal;
          the sole and exclusive remedy regarding any claims,
          counterclaims, issues or accounting presented to the
          arbitrators; made and promptly paid in United States dollars
          free of any deduction or offset; and arty costs or fees
          incident to enforcing the award shall, to the maximum extent
          permitted by law, be charged against the party resisting
          such enforcement;

               (vii) The award shall include interest from the date of
          any breach or violation of this Agreement, as determined by
          the arbitral award, and from the date of the award until
          paid in full, at 6% per annum; and

               (viii) Judgment upon the award may be entered in any
          court having jurisdiction over the person or the assets of
          the party owing the judgment or application may be made to
          such court for a judicial acceptance of the award and an
          order of enforcement, as the case may be.

     4.11 Survival. The covenants and agreements of the parties set
          --------
forth in Article 2 (Non-Competition and Confidentiality), Article 3
                    -----------------------------------
(Indemnification) and Article 4 (Miscellaneous) are of a continuing
 ---------------                 -------------
nature and shall survive the expiration, termination or cancellation
of this Agreement, regardless of the reason therefor.

     4.12 No Duplication of Payments. Subrogation. The Company shall
          --------------------------
not be liable under this Agreement to make any payment in connection
with any claim made against the Executive to the extent the Executive
has otherwise actually received payment (under any insurance policy,
Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.
In the event the Executive actually receives payment (under any
insurance policy, Bylaw or otherwise) of any amount with respect to
which the Company has already indemnified or subsequently indemnities
the Executive. The Company shall be subrogated to the extent of such
payment to all of the rights of recovery of the Executive, who shall
execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to
enforce such rights.

     4.13 Binding Effect, Etc. This Agreement shall be binding upon
          -------------------
and inure to the benefit of and be enforceable by the parties hereto
and their respective successors, assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company),
spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially
all, or a substantial part, of the business or assets of the Company,
by written agreement in form and substance satisfactory to the
Executive, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place. The
indemnity provisions of this Agreement shall continue in effect
regardless of whether the Executive continues to serve as an employee
of the Company.

     4.14 Contribution. If the indemnity contained in this Agreement
          ------------
is unavailable or insufficient to hold the Executive harmless in a
Claim for an Indemnifiable Event, then separate from and in addition
to the indemnity provided elsewhere herein, the Company shall
contribute to Expenses, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by or on behalf of the
Executive in connection with such Claim in such proportion as
appropriately reflects the relative benefits received by, and fault
of, the Company on the one hand and the Executive on the other in the
acts, transactions or matters to which the Claim relates and other
equitable considerations.


                            * * * * * * * *



<PAGE>




          IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its officer thereunto duly authorized, and Executive
has signed this Agreement, all as of the day and year first above
written.

                                            AMERICAN ECO CORPORATION


                                            By:/s/ Hon. Donald R. Getty
                                               -----------------------------
                                            Name: Hon. Donald R. Getty
                                                  --------------------------
                                            Title: Director
                                                  --------------------------

                                            /s/ Bruce D. Tobecksen
                                             -------------------------------
                                            Bruce D. Tobecksen




<PAGE>




                        INDEX OF DEFINED TERMS
                        ----------------------

TERM                                                      SECTION
----                                                      -------

Affiliate                                                 2.1(e)

Agreement                                                 Preamble

Annual Bonus                                              1.4(b)

Base Salary                                               1.4(a)

Cause                                                     1.5(b)

Change in Control                                         1.5(e)

Company                                                   Preamble

Company Breach                                            1.5(d)

Competing Business                                        2.1(d)

Confidential Information                                  2.2(a)

Date of Termination                                       1.5(h)

Disability                                                1.5(a)

Executive                                                 Preamble

Executive Claims                                          4.4

Explanation of Termination of Employment                  1.5(g)

Notice of Termination                                     1.5(g)

Term                                                      1.3

Without Cause                                             1.5(c)

Without Good Reason                                       1.5(f)





<PAGE>






                              APPENDIX A
                              ----------

          EXECUTIVE'S BONUS CALCULATION FOR FISCAL YEAR 1997
          --------------------------------------------------


The Executive is not eligible for a bonus for fiscal year 1997.


<PAGE>