EXHIBIT 10.9.5
							--------------

          THIS INSTRUMENT AND THE OBLIGATIONS REPRESENTED THEREBY IS
          SUBORDINATE IN ALL RESPECTS TO CERTAIN OBLIGATIONS OF CHEMPOWER,
          INC. AND ITS SUBSIDIARIES TO FIRST NATIONAL BANK OF OHIO,
          INCLUDING A PROMISSORY NOTE IN THE MAXIMUM PRINCIPAL AMOUNT OF
          $15,700,000 DATED AS OF FEBRUARY 28, 1997.

                                   PLEDGE AGREEMENT
                                   ----------------
                              (American Eco Corporation)

                         THIS PLEDGE AGREEMENT (this "Pledge Agreement"),
          is made and entered into as of this 28th day of February, 1997 by
          and between AMERICAN ECO CORPORATION, an Ontario, Canada
          corporation ("Pledgor") and TOOMAS J. KUKK, his executors,
          administrators, successors, and assigns, as Agent (the "Agent")
          for TOOMAS J. KUKK and MARK L. ROCHESTER (jointly and severally,
          the "Principal Shareholders").

                         1.   Pledge. Pledgor hereby pledges to the Agent,
                              ------
          for the benefit of the Agent and the Principal Shareholders and
          its and their successors and assigns, and grants to the Agent a
          security interest in, the following property:

                         (a)  All shares of capital stock of CHEMPOWER,
               INC., an Ohio corporation ("Chempower") issued and
               outstanding and owned by Pledgor on the date hereof, which
               Pledgor represents consist of the shares identified on the
               schedule attached hereto, and any shares of capital stock of
               Chempower issued in respect thereof, together with any
               dividends, splits, distributions, or related rights or
               proceeds of the foregoing;

                         (b)  All shares of capital stock of Chempower
               issued and outstanding and owned by Pledgor at any time and
               from time to time hereafter during the term of this Pledge
               Agreement and any shares of capital stock of Chempower
               issued in respect thereof, together with any dividends,
               splits, distributions, or related rights or proceeds of the
               foregoing; and

                         (c)  All contract rights of Pledgor, and any and
               all intangible rights associated therewith, existing on the
               date hereof and at any time and from time to time arising
               hereafter during the term of this Pledge Agreement in
               respect of the issuance or delivery to Pledgor of any shares
               of capital stock of Chempower (whether in the form of
               subscriptions, purchase agreements, options, warrants, stock
               bonuses, or other rights of any type or description for the
               acquisition by Pledgor of any such shares).

          The foregoing property is collateral (the "Collateral") for the
          payment in full when due of any and all obligations and
          indebtedness of Chempower and Pledgor to the Agent and for the
          due and punctual performance of all obligations, covenants, and
          agreements of Chempower and Pledgor under that certain Financing
          Agreement by and among Pledgor, Chempower, the Principal
          Shareholders, and the Agent of even date herewith (the "Financing
          Agreement") and under the transactions contemplated thereby,
          including but not limited to the Principal Shareholders' Note and
          the Principal Shareholders' Guaranty, as well as any and all
          obligations and indebtedness of Pledgor to Agent or the Principal
          Shareholders, created or incurred in the future as a result of
          further loans, accommodations, or otherwise (all such payment,
          performance, or indebtedness obligations, the "Obligations").
          Pledgor warrants and represents that, except for limitations
          imposed by applicable securities laws, there are no restrictions
          upon the transfer of any of the Collateral and Pledgor has the
          full and unrestricted right to transfer the Collateral. Pledgor
          further warrants and represents that as of the date hereof
          Pledgor is the sole shareholder of Chempower.

                         Pledgor agrees to execute and deliver to the
          Agent, concurrent with execution hereof, each certificate
          evidencing shares of capital stock of Chempower issued and
          outstanding and owned by Pledgor on the date hereof, together
          with duty executed blank stock powers relating thereto. Pledgor
          agrees promptly to deposit hereunder with the Agent any
          additional certificates (accompanied by duly executed blank stock
          powers) evidencing additional shares of capital stock of
          Chempower that are issuable or deliverable to Pledgor hereafter
          during the term of this Pledge Agreement and constitute
          collateral hereunder, which shall stand pledged and assigned as
          Collateral for the Obligations in the same manner as the property
          pledged and delivered concurrent with the execution hereof.

                         2.   REPRESENTATIONS, WARRANTIES, AND COVENANTS OF
                              ---------------------------------------------
          PLEDGOR.
          -------

                         Pledgor hereby represents and warrants to, and
          covenants with, the Agent as follows:

                         (a)  Except for the security interest and pledge
               hereunder, when the Collateral is delivered to the Agent,
               Pledgor will be the sole owner of the Collateral free from
               any lien, security interest, or encumbrance, and Pledgor
               will defend the Collateral against all claims and demands of
               any persons at any time claiming any interest therein;

                         (b)  Pledgor will promptly pay any and all taxes,
               assessments, and governmental charges upon the Collateral
               prior to the date penalties attach thereto, except to the
               extent that such taxes, assessments, or charges shall be
               contested in good faith by Pledgor;

                         (c)  Pledgor will not sell or otherwise assign,
               transfer, or dispose of the Collateral, or any interest
               therein;

                         (d)  Pledgor will keep the Collateral free from
               any lien, security interest, or encumbrance;

                         (e)  The Collateral is duly and validly issued,
               fully paid, and nonassessable; and

                         (f)  Pledgor is the sole shareholder of all
               outstanding shares of Chempower stock and will not permit
               the issuance of any additional shares of capital stock or
               debt securities of Chempower.

                         3.   VOTING POWER, DIVIDENDS, ETC.
                              ----------------------------

                         (a)  Unless and until an Event of Default (as
          defined in the Financing Agreement) has occurred, Pledgor shall
          have the right to exercise all voting, consensual, and other
          powers of ownership pertaining to the Collateral, and Pledgor
          shall be entitled to receive and retain any dividends or
          distributions on the Collateral permitted by the Financing
          Agreement, if any, except the following:

                         (i)  stock dividends;

                         (ii) dividends payable in securities or other
               property (other than cash dividends); 

                         (iii) dividends or distributions on dissolution or
               on partial or total liquidation or in connection with a
               reduction of capital, capital surplus, or paid-in surplus;
               and

                         (iv) other securities issued with respect to or in
               lieu of the Collateral (whether upon conversion of any
               convertible securities included therein or through stock
               split, spinoff, reclassification, merger, consolidation,
               sale of assets, combination of shares, or otherwise).

          From time to time upon receiving a written request from Pledgor
          accompanied by a certificate satisfactory to the Agent and signed
          by Pledgor stating that no Event of Default or event which with
          notice or passage of time or both would constitute an Event of
          Default (a "Possible Default") has occurred and is continuing,
          the Agent shall deliver to Pledgor, with respect to any
          Collateral then registered in the Agent's name, any assignments
          or orders necessary to insure payment to Pledgor or upon its
          order of all dividends, interest, and other payments and
          distributions to which Pledgor is entitled.

                         (b)  If any Event of Default or Possible Default
          shall occur, regardless whether any holder of the Obligations
          exercises any available option to declare any of the Obligations
          due and payable or seeks or pursues any other remedy available
          under this Pledge Agreement or any agreement evidencing or
          securing any of the Obligations, then during the continuance of
          such Event of Default or Possible Default:

                         (i)  The Agent, or its nominee or nominees, shall
               automatically, without further act on the part of any
               person, have the sole and exclusive right to exercise all
               voting, consensual, and other powers of ownership pertaining
               to the Collateral and shall exercise those powers in such
               manner as the Agent, in its sole discretion, shall determine
               to be necessary, appropriate, or advisable, and Pledgor
               shall execute and deliver to the Agent such authorizations,
               proxies, and other documents as the Agent may reasonably
               request to secure to the Agent the rights, powers, and
               authorities conferred upon the Agent by this Subsection (b);
               and

                         (ii) All dividends and other distributions in
               respect of the Collateral shall be paid directly to the
               Agent and retained by it as part of the Collateral, subject
               to the terms of this Pledge Agreement.

                         4.   DISPOSITION OF COLLATERAL AFTER AN EVENT OF
                              -------------------------------------------
          DEFAULT.
          -------

                         (a)  If any Event of Default shall have occurred
          and be continuing and the amount of the Obligations shall have
          been declared due and payable, then, unless the Obligations shall
          have been paid in full at or before the time designated in the
          notice provided for in clauses (i) or (ii) of this Subsection (a)
          or at or before the time the action or suit provided for in
          clause (iii) of this Subsection (a) shall be commenced, the Agent
          may, in its sole discretion, without further demand,
          advertisement, or notice, except as expressly provided for in
          clauses (i) or (ii) of this Subsection (a): (y) apply the cash,
          if any, then held by it as Collateral for the purposes and in the
          manner provided in Section 5; and (z) if there shall be no such
          cash or the cash so applied shall be insufficient to make all
          payments provided in Subsections (a) and (b) of Section 5:

                         (i)  Following compliance with the requirements of
               applicable law, retain the Collateral in satisfaction of the
               Obligations, and hold the Collateral so retained, absolutely
               free from any claim or right whatsoever (including, without
               limitation, any equity or right of redemption) of Pledgor,
               which Pledgor hereby specifically waives. Pledgor
               specifically agrees that advance written notice of a
               proposal by the Agent to retain the Collateral in
               satisfaction of the Obligations of no less than five (5)
               days is commercially reasonable and not objectionable; or

                         (ii)  Sell the Collateral, or any part thereof, in
               one or more sales, at public or private sale, conducted by
               an officer or agent of, or auctioneer or attorney for, the
               Agent, at the Agent's place of business or elsewhere, for
               cash, upon credit or future delivery, and at such price or
               prices as the Agent shall in good faith determine, and the
               Agent or its nominee may be the purchaser of any or all of
               the Collateral so sold, and if the Agent or its nominee is
               the purchaser, the price therefor may be paid pursuant to a
               credit bid of the Agent or its nominee. Upon any such sale,
               the Agent shall have the right to deliver, assign, and
               transfer to the purchaser thereof the Collateral so sold.
               Each purchaser (including the Agent) at any such sale shall
               hold the Collateral so sold, absolutely free from any claim
               or right whatsoever (including, without limitation, any
               equity or right of redemption) of Pledgor, which Pledgor
               hereby specifically waives. The Agent shall give Pledgor at
               least five (5) days advance written notice of any such
               public or private sale, and the Pledgor specifically agrees
               that notice so given is commercially reasonable. Any such
               public sale shall be held at such time or times during
               ordinary business hours as the Agent shall fix in the notice
               of such sale. At any such public or private sale, the
               Collateral may be sold in one lot as an entirety or in
               separate parcels. The Agent shall not be obligated to make
               any sale pursuant to any such notice. The Agent may, without
               notice or publication, adjourn any public sale from time to
               time by announcement at the time and place fixed for such
               sale, or any adjournment thereof, and any such sale may be
               made at any time or place to which the same may be so
               adjourned without further notice or publication. In case of
               any sale of all or any part of the Collateral for credit or
               for future delivery, the Collateral so sold may be retained
               by the Agent until the selling price is paid by the
               purchaser thereof, but the Agent shall not incur any
               liability in case of the failure of such purchaser to take
               up and pay for the Collateral so sold, and in case of any
               such failure, the Collateral may again be sold under and
               pursuant to the provisions hereof; or

                         (iii) Proceed by an action at law or a suit in
               equity to foreclose upon this Pledge Agreement and sell the
               Collateral, or any portion thereof, under a judgment or
               decree of a court or courts of competent jurisdiction.

                         (b)  If at any time when the Agent shall determine
          to exercise its right to sell all or any part of the Collateral
          pursuant to Subsection (a) of this Section 4, the Collateral, or
          the part thereof to be sold, shall not, for any reason
          whatsoever, be freely saleable under the Securities Act of 1933,
          as from time to time in effect (the "Securities Act"), the Agent,
          in its sole and absolute discretion, is hereby expressly
          authorized to sell the Collateral, or any part thereof, by
          private sale in such manner and under such circumstances as the
          Agent may deem necessary or advisable in order that the sale may
          legally be effected without such registration. Without limiting
          the generality of the foregoing, in any such event, the Agent, in
          its sole and absolute discretion: (x) may proceed to make such
          private sale notwithstanding that had registration statement for
          the purpose of registering the Collateral, or any part thereof,
          shall not have been filed under the Securities Act; (y) may
          approach and negotiate with a restricted number of potential
          purchasers to effect such sale; and (z) may restrict such sale to
          purchasers as to their number, nature of business, and investment
          intention, including, without limitation, to purchasers each of
          whom will represent and agree to the satisfaction of the Agent
          that such purchaser is purchasing for its own account, for
          investment, and not with a view to the distribution or sale of
          such Collateral or part thereof, it being understood that the
          Agent may require Pledgor, and Pledgor hereby agrees upon the
          written request of the Agent, to cause a legend or legends to be
          placed on the certificates to be delivered to such purchasers to
          the effect that the Collateral represented thereby has not been
          registered under the Securities Act and setting forth or
          referring to restrictions on the transferability thereof. In the
          event of any such private sale, Pledgor does hereby consent and
          agree that the Agent shall incur no responsibility or liability
          for selling all or any part of the Collateral at a price that the
          Agent, in its sole and absolute discretion, may deem reasonable
          under the circumstances, notwithstanding the possibility that a
          higher price might be realized if the sale were public and
          deferred until after registration under the Securities Act.

                         (c)  The Agent, as attorney-in-fact pursuant to
          Section 6 hereof, may, in the name and stead of Pledgor, make and
          execute all conveyances, assignments, and transfers of the
          Collateral retained or sold pursuant to this Section 4. Pledgor
          shall, if so requested by the Agent, ratify and confirm any
          retention, sale, or sales by executing and delivering to the
          Agent, or to such purchaser or purchasers, all such instruments
          as may, in the judgment of the Agent, be advisable for that
          purpose.

                         5.   APPLICATION OF PROCEEDS. The proceeds of any
                              -----------------------
          sale, or of collection, of all or any part of the Collateral
          shall be applied by the Agent, without any marshalling of assets,
          in the following order:

                         (a)  First, to the payment of all the reasonable
               costs and expenses of sale, including without limitation,
               reasonable attorneys' fees and all other expenses,
               liabilities, and advances made or incurred by the Agent in
               connection therewith;

                         (b)  Second, to the payment of the Obligations in
               such order as the Agent shall determine, until payment in
               full thereof; and

                         (c)  Finally, to the payment to Pledgor, its
               successors or assigns, or to other persons lawfully entitled
               to receive the proceeds, or as a court of competent
               jurisdiction may direct, of any surplus remaining after the
               payments referred to in Subsections (a) and (b) of this
               Section 5 shall have been made.

                         6.   THE AGENT APPOINTED ATTORNEY-IN-FACT. The
                              ------------------------------------
          Agent is hereby appointed the attorney-in-fact, with full power
          of substitution, of Pledgor for the purpose of carrying out the
          provisions of this Pledge Agreement and taking any action and
          executing any instruments that such attorney-in-fact may deem
          necessary or advisable to accomplish the purposes hereof, which
          appointment is irrevocable and coupled with an interest.

                         7.   NO WAIVER. No failure on the part of the
                              ---------
          Agent to exercise, and no delay on the part of the Agent in
          exercising, any right, power, or remedy hereunder shall operate
          as a waiver thereof, nor shall any single or partial exercise by
          the Agent of any right, power, or remedy hereunder preclude any
          other or further right, power, or remedy hereunder. The remedies
          herein provided are cumulative and are not exclusive of any
          remedies provided by law.

                         8.   TERMINATION OF PLEDGE. This Pledge Agreement
                              ---------------------
          shall terminate only upon the complete satisfaction of all the
          Obligations, whereupon the Agent shall assign, transfer, and
          deliver to Pledgor, or its assignees, without representation,
          warranty, or recourse, against appropriate receipts, all the
          Collateral, if any, then held by the Agent hereunder.

                         9.   SUCCESSORS AND ASSIGNS. This Pledge Agreement
                              ----------------------
          shall be binding upon and inure to the benefit of Pledgor and the
          Agent and their respective successors and assigns; provided,
          however, that the Agent shall not assign its rights under the
          Pledge Agreement except as may be provided in the Financing
          Agreement.

                         10.  ADDITIONAL INSTRUMENTS AND ASSURANCE. Pledgor
                              ------------------------------------
          hereby agrees, at Pledgor's own expense, to execute and deliver,
          from time to time, any and all instruments, and to perform any
          and all acts, as the Agent may reasonably request to effect the
          purposes of this Pledge Agreement and to secure to the Agent, and
          to all persons who may from time to time be the holder(s) of the
          Obligations, the benefits of all rights, authorities, and
          remedies of the Agent under this Pledge Agreement.

                         11.  FUTURE HOLDERS OF OBLIGATIONS. This Pledge
                              -----------------------------
          Agreement is for the benefit of any and all future holders of the
          Obligations in addition to the Agent, each of whom shall, without
          further act, become a party hereto by becoming a holder of any of
          the Obligations.

                         12.  MISCELLANEOUS. The notice provisions and
                              -------------
          other miscellaneous provisions of the Financing Agreement shall
          govern this Pledge Agreement.

                         13.  CUMULATIVE REMEDIES. The rights, powers, and
                              -------------------
          remedies provided herein in favor of the Agent shall not be
          deemed exclusive, but shall be cumulative and shall be in
          addition to all other rights and remedies in favor of the Agent
          existing by agreement, at law, or in equity, including, without
          limitation, all of the rights, powers, and remedies available to
          a secured party under any law or regulation.

                         14.  SEVERABILITY. If any term or other provision
                              ------------
          of this Pledge Agreement is invalid, illegal, or incapable of
          being enforced by any rule of law or public policy, all other
          terms and provisions of this Pledge Agreement will nevertheless
          remain in full force and effect to the same extent as if the
          invalid, illegal or unenforceable term or provision were not a
          part of this Pledge Agreement.

                         15.  DEFINED TERMS. Capitalized terms used but not
                              -------------
          defined herein shall have the meanings ascribed to them in the
          Financing Agreement.

                         IN WITNESS WHEREOF, the parties hereto have each
          caused this Pledge Agreement to be executed as of the day and
          year first above written.


                                        AMERICAN ECO CORPORATION


                                        By:/s/Michael E. McGinnis
                                           ------------------------------
                                           Name:Michael E. McGinnis
                                               -------------------------
                                           Title:President
                                                ------------------------



                                        AGENT:  TOOMAS J. KUKK


                                        By:/s/Toomas J. Kukk
                                           ------------------------------
                                           Name:  Toomas J. Kukk, As
                                             Agent for the Principal
                                             Shareholders

   <PAGE> 

                                     SCHEDULE TO
                                   PLEDGE AGREEMENT
                                   ----------------



          Name of        Class of            Number of      Certificate
          Pledge Entity  Equity Securities   Shares Owned   No. (s)
          ------------   ----------------    ------------    -----------

          Chempower, Inc. Common                             


    <PAGE> 

                                      EXHIBIT A
                                      ---------


                                             RESPECTIVE
          PRINCIPAL                          PERCENTAGE
          SHAREHOLDER                        INTEREST
          -----------                        ----------

          THOMAS J. KUKK                     49.9999805035%

          MARK L. ROCHESTER                  50.000001949685%