EXHIBIT 10.9.6
						--------------

          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.

                                  SECURITY AGREEMENT
                                  ------------------
                                  (Chempower, Inc.)


                    THIS SECURITY AGREEMENT (this "Security Agreement"),
          dated as of February 28th, 1997, is made by CHEMPOWER, INC., an
                               ----
          Ohio corporation, including any divisions thereof ("Grantor") in
          favor of TOOMAS J. KUKK, his executors, administrators,
          successors, and assigns, as Agent ("Agent"), for Toomas J. Kukk
          and Mark L. Rochester (jointly and severally, the "Principal
          Shareholders").


                                 W I T N E S S E T H:


                    WHEREAS, Grantor, American Eco Corporation, an Ontario,
          Canada corporation ("American Eco"), and Sub Acquisition Corp.,
          an Ohio corporation, are parties to that certain Agreement and
          Plan of Merger dated as of September 10, 1996 (the "Merger
          Agreement"); and

                    WHEREAS, in order to effectuate the transactions
          contemplated by the Merger Agreement, the Agent, the Principal
          Shareholders, the Grantor, and American Eco have entered into
          that certain Financing Agreement of even date herewith
          ("Financing Agreement"); and

                    WHEREAS, the transactions under the Merger Agreement
          and under the Financing Agreement will inure to the benefit of
          the Grantor; and

                    WHEREAS, all collateral assigned or otherwise granted
          in connection with the Financing Agreement is to be granted to
          and/or held by, as the case may be, the Agent for the benefit of
          the Principal Shareholders; and

                    WHEREAS, the execution and delivery of this Security
          Agreement by the Grantor is required as a condition to the
          parties' obligations under the Financing Agreement;

                    NOW, THEREFORE, for good and valuable consideration,
          the Grantor and the Agent agree as follows:

                    1.   DEFINITIONS. As used in this Security Agreement,
                         -----------
          the following terms, which are in addition to terms defined
          elsewhere in this Security Agreement, shall have the respective
          meanings indicated below:

                         "Accounts Receivable" shall include all accounts,
          accounts receivable, contract rights for the payment of money,
          instruments, other obligations and receivables and all other
          rights to payment, in all cases whether now owned or hereafter
          acquired by the Grantor, whether now existing or hereafter
          arising.

                         "Collateral" shall mean and include all of the
          Grantor's assets, interests, facilities, and property of every
          kind and description (real, personal or mixed, tangible or
          intangible), wherever located, regardless of whether such assets,
          interests, facilities, and property are now owned or hereafter
          acquired by the Grantor and whether now existing or hereafter
          arising, including without limitation, (i) all Accounts
          Receivable, (ii) all Depository Accounts, (iii) all Equipment,
          (iv) all General Intangibles, (v) all Inventory, (vi) all
          accessions and products, (vii) all additions to or substitutions
          or replacements for any of the foregoing, (viii) all proceeds of
          or from any of the foregoing, (including insurance proceeds
          whether or not the Agent is the loss payee thereunder), and (ix)
          in all cases, whether now owned or existing or hereafter acquired
          or arising.

                         "Depository Accounts" shall include all funds,
          balances, checks, drafts and cash held by or deposited with, and
          all accounts (regardless of whether they are designated as
          savings, checking, cash collateral, operating or otherwise)
          maintained by the Grantor at banks or other institutions;

                         "Equipment" shall mean all designs, patterns,
          machinery, equipment, appliances, furniture, fixtures, supplies,
          and tangible personal property of every kind and description, now
          owned or hereafter acquired by the Grantor.

                         "General Intangibles" shall mean all property
          (other than Accounts Receivable and Equipment) including, but not
          limited to choses in action, tax refunds, trademarks and trade
          names, copyrights, patents and patent applications, judgments,
          awards, warehouse receipts, and designs and patterns (to the
          extent that they are not Equipment), now owned or hereafter
          acquired by the Grantor and whether now existing or hereafter
          arising.

                         "Inventory" shall mean all goods held by Grantor
          for sale or lease or to be furnished under contracts of service
          or so furnished, raw materials, work in process, or materials
          used or consumed in business, now owned or hereafter acquired by
          the Grantor.

                         2.   DEFINITIONS INCORPORATED FROM THE FINANCING 
                              -------------------------------------------
          AGREEMENT.  Capitalized terms used but not defined herein shall
          ---------
          have the respective meanings ascribed to such terms in the
          Financing Agreement. In the event that any of the documents
          contemplated in the Financing Agreement are from time to time
          amended or modified or any instrument is substituted in
          replacement thereof, such amendment, modification, or
          substitution shall, from and after the date thereof, be included
          within the definition of such document contained herein.

                         3.   SECURITY INTEREST. The Grantor, its
                              -----------------
          successors and assigns, hereby grants to the Agent, and its
          successors and assigns, a security interest in all the
          Collateral, whether now owned or existing or hereafter acquired
          or arising, together with all proceeds therefrom to secure the
          following:

                         (a)  the payment of all amounts heretofore or
                    hereafter owing to the Agent under the Principal
                    Shareholders' Note and the Principal Shareholders'
                    Guaranty and/or under or in connection with the
                    Financing Agreement (the "Payments");

                         (b)  the payment by the Grantor of all costs and
                    expenses (including reasonable attorneys' fees)
                    incurred by the Agent in the collection of the Payments
                    and in the enforcement of its rights under the
                    Financing Agreement;

                         (c)  the payment by the Grantor of all sums
                    expended or advanced by the Agent pursuant to the terms
                    of this Security Agreement;

                         (d)  the performance by the Grantor of all of its
                    obligations under the Financing Agreement; and

                         (e)  the payment of any and all other amounts
                    (including principal, interest, fees, expenses, or
                    charges) of any kind or description now or hereafter
                    owing by the Grantor to the Agent.

                         4.   THE GRANTOR REMAINS LIABLE. Anything herein 
                              --------------------------
          to the contrary notwithstanding, (a) the Grantor shall remain
          liable under all contracts and agreements included in the
          Collateral to the extent set forth therein to perform all of its
          duties and obligations thereunder to the same extent as if this
          Security Agreement had not been executed, (b) the exercise by the
          Agent of any of its rights hereunder shall not release the
          Grantor from any of its duties or obligations under the contracts
          and agreements included in the Collateral, and (c) the Agent
          shall not have any obligation or liability under the contracts
          and agreements included in the Collateral or be obligated to
          perform any of the obligations or duties of the Grantor
          thereunder or to take any action to collect or enforce any claim
          for payment assigned hereunder.

                         5.   ACCOUNTS RECEIVABLE. The Grantor agrees as 
                              -------------------
          follows:

                         (a)  The Grantor shall, after the occurrence and
          during the continuance of an Event of Default, at the request of
          the Agent, execute and deliver a form of agreement satisfactory
          to the Agent and its counsel, establishing a lock box and cash
          collateral arrangement with the Agent.

                         (b)  In the event a government (including the
          United States Government, the government of any state or any
          local government) or any department, agency, instrumentality or
          subdivision thereof is an account debtor or obligor on any
          Accounts Receivable, or is a party to any contract or order out
          of which will arise an Account Receivable of the Grantor, the
          Grantor shall promptly notify the Agent of that fact, comply with
          the Assignment of Claims Act of 1940 (or any substantially
          equivalent federal, state, or local law) and will execute such
          further instruments and take such further steps requested by the
          Agent in order that the Account Receivable and all moneys due
          under such contracts and/or order, shall be assigned to the Agent
          and due notice thereof given to the appropriate governmental
          official.

                         (c)  After the occurrence of an Event of Default,
          the Agent shall have the right from time to time (at the
          Grantor's expense) to arrange for verification of all Accounts
          Receivable directly with the account debtors or by other methods
          reasonably satisfactory to the Agent. Any such verification shall
          be conducted in such a manner as to minimize disruption to the
          Grantor.

                         (d)  In the event any Accounts Receivable of the
          Grantor is evidenced by chattel paper or other negotiable
          instruments, the Grantor shall, after the occurrence and during
          the continuance of an Event of Default, deliver the same to the
          Agent as soon as possible and prior to such delivery shall hold
          the same in trust for the benefit of the Agent. The Grantor shall
          endorse any chattel paper or other negotiable instruments in
          favor of the Agent. The Agent is hereby appointed as attorney-in-
          fact for the Grantor for such purpose.

                         (e)  Except as otherwise provided in this
          subsection, the Grantor shall use its reasonable efforts to
          collect, at its own expense, all amounts due or to become due to
          the Grantor on the Accounts Receivable; provided, however, after
          the occurrence of an Event of Default, upon the request of the
          Agent, the Grantor shall take such action (at the Grantor's
         expense) as reasonably requested by the Agent to collect any one
          or more Accounts Receivable. After the occurrence of an Event of
          Default and during the continuance thereof, the Agent shall have
          the right at any time, upon written notice to the Grantor and at
          the expense of the Grantor, to take such action to collect the
          Accounts Receivable as the Agent deems proper, and to adjust,
          settle and compromise payment thereof (without notice to or the
          consent of the Grantor), in the same manner and to the same
          extent as the Grantor might have done. At such time as the Agent
          exercises its rights pursuant to the preceding sentence, the
          Grantor shall not take any action to collect, adjust, settle or
          compromise any Account Receivable except with the written consent
          of the Agent and any collections of Accounts Receivable received
          or held by the Grantor shall be property of the Agent, shall be
          held in trust for the benefit of the Agent and shall be delivered
          to the Agent immediately with all requisite endorsements in favor
          of the Agent which the Agent may make as attorney-in-fact for the
          Grantor. The Agent has no obligation to the Grantor to collect or
          attempt to collect any Accounts Receivable or to preserve any
          rights against any party in connection therewith.

                         6.   EQUIPMENT AND INVENTORY--POSSESSION.  The
                              -----------------------------------
          Grantor shall be entitled to the possession of its Equipment and
          Inventory and to use the same in connection with its business
          until the occurrence of an Event of Default.

                         7.   SECURITIES. Concurrent with the execution of
                              ----------
          this Security Agreement, American Eco shall execute and deliver
          to the Agent the Pledge Agreement covering all shares of Grantor
          then or thereafter owned by American Eco. With respect to
          Collateral in the possession of the Agent and covered by the
          Pledge Agreement, the provisions of both the Pledge Agreement and
          this Security Agreement shall cover such property, but in the
          event of a conflict, the Pledge Agreement shall govern.

                         8.   GOODS HELD BY A THIRD PARTY. The Grantor
                              ---------------------------
          shall not, without the prior written consent of the Agent,
          relinquish possession of any Collateral to any bailee or third
          person other than the Agent or other than in the ordinary course
          of its business or as otherwise permitted by this Security
          Agreement.

                         9.   RECORDS. The Grantor will at all times keep
                              -------
          accurate and complete records, consistent with past practice, of
          its Accounts Receivable, General Intangibles, Inventory, and
          Equipment, and the Agent shall have the right at all reasonable
          times to examine and inspect the same and to make copies thereof.

                         10.  REPRESENTATIONS AND WARRANTIES OF THE
                              -------------------------------------
          GRANTOR. The Grantor represents, warrants, and covenants to the
          -------
          Agent as follows, effective immediately after, but not as of or
          prior to, the Closing of the Merger:

                         (a)  The Grantor warrants that it is and will be
               the sole owner of all Accounts Receivable now or hereafter
               appearing on its books, and that the same are and will be,
               during the term of this Security Agreement, free and clear
               from any and all assignments, liens, and security interests
               except as created hereby;

                         (b)  The Grantor warrants that it is and, during
               the term of this Security Agreement, will be the sole owner
               of its Equipment, Inventory, and General Intangibles; that
               the same will be used solely in connection with the
               Grantor's business; that the Collateral will be kept only in
               the County or Counties identified on Exhibit 1 hereto; that
               all of the Equipment, Inventory, and General Intangibles are
               free and clear of all liens and encumbrances whatsoever,
               except as provided in this Security Agreement, except for
               the security interest granted under a security agreement
               between Grantor and First National Bank of Ohio dated as of
               February 28, 1997, and except for purchase money security
               interests incurred prior to the date hereof in the ordinary
               course of business; and the Grantor will warrant and defend
               the Equipment, Inventory, and General Intangibles unto the
               Agent, its successors and assigns, against all lawful claims
               and demands whatsoever of all persons claiming by, from,
               through or under the Grantor;

                         (c)  The Grantor will not permit the Collateral to
               become subject to any lien or other security interest,
               whether prior or subordinate to the security interest of the
               Agent created hereunder except as provided in the Financing
               Agreement, except for the security interest granted under a
               security agreement between Grantor and First National Bank
               of Ohio dated as of February 28, 1997, and except for
               purchase money security interests incurred prior to the date
               hereof in the ordinary course of business;

                         (d)  The Grantor will obtain and maintain, or
               cause to be obtained and maintained, policies of insurance
               as required by the Financing Agreement.

                         (e)  The Grantor will keep and maintain the
               Equipment and every part thereof in good condition and
               repair, ordinary wear and tear excepted, so as to serve the
               purpose for which it is designed and intended;

                         (f)  The Grantor will pay, or cause to be paid,
               all taxes and assessments which may be levied, assessed, or
               charged on or against the Collateral or which the Grantor
               may be required to pay by reason of its ownership of the
               Collateral, including franchise and similar taxes, as the
               same become due and payable; provided, however, the Grantor
               shall not be required to pay any such tax or assessment so
               long as the validity or amount thereof shall be contested in
               good faith and by appropriate proceedings, but this proviso
               shall apply only if the property subject thereto shall not
               then be subject to sale or foreclosure in order to satisfy
               any tax lien which has attached as security therefor;

                         (g)  The Grantor shall, from time to time as
               requested by the Agent, take such action and execute and
               deliver to the Agent all such financing statements,
               instruments, supplements, further assurances, and security
               or other agreements as may be required or requested by the
               Agent in order to perfect and continue the Agent's security
               interest in the Collateral;

                         (h)  The Grantor warrants that its only places of
               business are located in the County or Counties identified on
               Exhibit 1 hereto, and that the Grantor will keep all records
               concerning the Collateral in said Counties.

                         11.  THE AGENT'S DUTIES. The powers conferred on
                              ------------------
          the Agent hereunder are solely to protect its interest in the
          Collateral and shall not impose any duty upon it to exercise any
          such powers. The Agent shall not have any duty as to the
          Collateral or as to taking necessary steps to preserve rights
          against prior parties.

                         12.  DEFAULT REMEDIES. If an Event of Default
                              ----------------
          shall occur, the Agent shall have the following rights:

                         (a)  To perform any defaulted covenant or
               agreement of this Security Agreement to such extent as the
               Agent shall determine and advance such moneys as it shall
               deem advisable for the aforesaid purpose and all moneys so
               advanced shall be secured hereby and shall be repaid
               promptly upon demand; provided, however, that nothing herein
               contained shall be construed to require the Agent to advance
               money for any of the aforesaid purposes;

                         (b)  To notify all account debtors to make
               payments directly to the Agent or otherwise as the Agent
               shall in its sole discretion direct;

                         (c)  To take control of any and all proceeds to
               which the Agent may be entitled under this Security
               Agreement or under any applicable laws;

                         (d)  To declare all of the indebtedness secured
               hereby to be immediately due and payable, and this Security
               Agreement in default and subject to foreclosure proceedings
               and/or other rights, options, and remedies as provided under
               other applicable law;

                         (e)  To take immediate possession of the
               Collateral and, with or without taking possession of the
               Collateral, to sell, lease, or otherwise dispose of any or
               all of the Collateral, either at public or private sale,
               upon commercially reasonable terms, and the Agent or its
               nominee may become the purchaser thereof at public or
               private sale and if the Agent is the purchaser, the price
               therefor may be paid pursuant to a credit bid of the Agent
               or its nominee. Any sale may be adjourned at any time and
               from time to time to a reasonably specified time and place
               by announcement at the time and place of sale as previously
               fixed, without further notice by publication or otherwise of
               the time and place of such adjourned sale. The proceeds of
               any sale shall be applied (i) first to the expenses of
               taking, holding, and preparing for sale or disposition, and
               sale or disposition and the like (including reasonable
               attorneys' fees), (ii) next to the principal and interest
               due on account of the Payments and the other amounts secured
               under subsections (a) through (d) of Section 3 hereof, (iii)
               next to amounts secured under subsection (e) of Section 3
               hereof, (iv) next to the holder of any subordinate security
               interest therein if written notification of demand therefor
               is received before distribution of the proceeds, and (v)
               lastly, any surplus to the Grantor, and the Grantor shall
               remain liable for any deficiency. Any such sale, public or
               private, may be made on credit at the option of the Agent.
               The Agent shall have the right to conduct any such sale on
               the Grantor's premises, and the Agent shall have such right
               of possession of said premises as shall be necessary or
               convenient for such purpose;

                         (f)  Following compliance with the requirements of
               applicable law, to retain the Collateral in satisfaction of
               the obligations and indebtedness hereby secured and hold the
               Collateral so retained, absolutely free from any claim or
               right whatsoever (including, without limitation, any equity
               or right of redemption of Grantor) which Grantor hereby
               specifically waives. Grantor specifically agrees that
               advance written notice of a proposal by the Agent to retain
               the Collateral in satisfaction of the obligations and
               indebtedness hereby secured of no less than five (5) days is
               commercially reasonable and otherwise unobjectionable;

                         (g)  To take immediate possession of the
               Collateral and to use or operate the Collateral in order to
               preserve the same or its value, and collect, receive, and
               use all of the net profits from such use or operation to pay
               indebtedness secured by such Collateral;


                         (h)  To require the Grantor, to the extent
               practicable and at the Grantor's expense, to assemble the
               Collateral and make it available to the Agent at such
               locations within the county wherein such Collateral is
               located as the Agent shall designate; and

                         (i)  To proceed to protect and enforce the Agent's
               rights by a suit or suits in equity or at law, whether for
               specific performance or otherwise, in aid of the execution
               of any power herein granted, for any foreclosure hereunder,
               or for the enforcement of any other proper legal or
               equitable remedy.

          The Agent shall have any and all other rights and remedies
          provided by law or equity, including, without limitation, the
          rights and remedies of a secured party. The Agent's rights and
          remedies will be cumulative, and no waiver of any default will
          affect any other subsequent default. The rights and remedies
          provided in this Security Agreement are cumulative, may be
          exercised concurrently or separately, may be exercised from time
          to time and in such order, without any marshalling, as the Agent
          shall determine. Nothing herein contained shall be construed as
          preventing the Agent from taking all lawful actions to protect
          its interest in the event that liquidation, insolvency,
          bankruptcy, reorganization, or foreclosure proceedings of any
          nature whatsoever affecting the property or assets of the Grantor
          should be instituted.

                         13.  GENERAL PROVISIONS.
                              ------------------

                         (a)  This Security Agreement and the security
               interests of the Agent in the Collateral created hereby
               shall cease and terminate only upon the complete
               satisfaction of all obligations of the Grantor specified in
               Section 3 hereof.

                         (b)  Except where the application of another law
               is mandatory, this Security Agreement shall be construed to
               be a contract made under and pursuant to the laws of Ohio,
               and all of the terms, covenants, and conditions contained
               herein shall be governed by and construed in accordance with
               such laws.

                         (c)  This Security Agreement, all supplements
               hereto and all amendments hereof, shall inure to the benefit
               of and be binding upon the Grantor, the Agent and its
               respective successors and assigns.

                         (d)  No waiver of any term, provision, covenant,
               or condition contained in this Security Agreement, or of any
               breach of any such term, provision, covenant or condition,
               shall constitute a waiver of any other or subsequent breach
               or justify or authorize the non-observance on any other
               occasion of such term, provision, covenant, or condition
               contained in this Security Agreement.

                         (e)  This Security Agreement may be executed in
               any number of counterparts, each of which shall be deemed an
               original and all of which together shall constitute one and
               the same Security Agreement.

                         IN WITNESS WHEREOF, the parties have executed or
          have caused this Security Agreement to be executed in Cleveland,
          Ohio, on the date first above written by its officers thereunto
          duly authorized.


                                        GRANTOR:

                                        CHEMPOWER, INC.


                                        By:/s/Robert E. Rohr
                                           ------------------------------
                                           Name:Robert E. Rohr
                                               -------------------------
                                           Title:V.P. Finance
                                                ------------------------


                                        AGENT:  TOOMAS J. KUKK

                                        By:/s/Toomas J. Kukk
                                           ------------------------------
                                           Toomas J. Kukk, as Agent for
                                             the Principal Shareholders
<PAGE> 


                                      EXHIBIT 1

               (Counties of Location of Collateral, Place of Business, 
                                and Business Records)


          Summit County, Ohio
          Hamilton County, Ohio
          Washington County, Pennsylvania
          Putnam County, West Virginia
          Humphreys County, Tennessee
          Clark County, Nevada