Exhibit 10.6.1
                                                            ---------------

          MERRILL LYNCH                                       NO. 582-07596

                      WCMA (R) NOTE, LOAN AND SECURITY AGREEMENT

          WCMA NOTE,  LOAN AND SECURITY AGREEMENT  ("Loan Agreement") dated
          as  of August 23,  1996, between  AMERICAN ECO/SP  CORPORATION, a
          corporation organized and existing under the laws of the State of
          Delaware  having  its  principal  office  at  1013  Centre  Road,
          Wilmington,  DE  19805 ("Customer"),  and MERRILL  LYNCH BUSINESS
          FINANCIAL  SERVICES INC.,  a corporation  organized  and existing
          under  the laws  of the  State of  Delaware having  its principal
          office at 33 West Monroe Street, Chicago, IL 60603 ("MLBFS").

          In  accordance  with  that certain  WORKING  CAPITAL  MANAGEMENT 
          ACCOUNT  AGREEMENT  NO.  582-07596  ("WCMA   Agreement")  between
          Customer and  MLBFS' affiliate,  MERRILL LYNCH, PIERCE,  FENNER &
          SMITH  INCORPORATED ("MLPF&S"),  Customer has  subscribed  to the
          WCMA Program described in the WCMA Agreement.  The WCMA Agreement
          is  by  this  reference  incorporated  as  a  part  hereof.    In
          conjunction  therewith and as part of  the WCMA Program, Customer
          has  requested that MLBFS provide,  and subject to  the terms and
          conditions herein  set  forth  MLBFS has  agreed  to  provide,  a
          commercial  line  of  credit  for Customer  (the  "WCMA  Line  of
          Credit").

          Accordingly, and  in consideration  of the  premises  and of  the
          mutual covenants of the parties hereto, Customer and MLBFS hereby
          agree as follows:

          1.   DEFINITIONS

          (a)  Specific Terms.   In addition to terms  defined elsewhere in
          this Loan Agreement, when used  herein the following terms  shall
          have the following meanings:

          (i) "Account Debtor"  shall mean any  party who is or  may become
          obligated with respect to an Account or Chattel Paper.

          (ii) "Activation Date" shall mean the date upon which MLBFS shall
          cause the WCMA Line of Credit to be fully activated under MLPF&S'
          computer system as part of the WCMA Program.

          (iii)   "Additional  Agreements"   shall  mean   all  agreements,
          instruments,  documents  and   opinions  other  than  this   Loan
          Agreement,  whether with  or from  Customer or  any other  party,
          which are contemplated hereby or otherwise reasonably required by
          MLBFS  in connection  herewith, or  which evidence  the creation,
          guaranty  or collateralization of  any of the  Obligations or the
          granting or perfection  of liens or  security interests upon  the
          Collateral or any other collateral for the Obligations.

          (iv) "Business Day"  shall mean  any day other  than a  Saturday,
          Sunday, federal  holiday or other day on which the New York Stock
          Exchange is regularly closed.

          (v) "Collateral" shall mean all Accounts, Chattel Paper, Contract
          Rights,  Inventory,  Equipment,  Fixtures,  General  Intangibles,
          Deposit   Accounts,  Documents   and  Instruments   of  Customer,
          howsoever  arising, whether  now owned  or existing  or hereafter
          acquired  or arising,  and  wherever located;  together with  all
          parts  thereof  (including  spare  parts),  all  accessories  and
          accessions thereto,  all books  and  records (including  computer
          records)  directly   related   thereto,  all   proceeds   thereof
          (including, without limitation, proceeds  in the form of Accounts
          and insurance proceeds), and the additional  collateral described
          in Section 9 (b) hereof.

          (vi) "Commitment Expiration Date" shall mean September 30, 1997.

          (vii)  "General  Funding  Conditions"  shall  mean  each  of  the
          following  conditions to any WCMA Loan by MLBFS hereunder: (A) no
          Event  of  Default, or  event which  with  the giving  of notice,
          passage of time, or  both, would constitute an Event  of Default,
          shall  have occurred and be  continuing or would  result from the
          making of any WCMA Loan  hereunder by MLBFS; (B) there  shall not
          have  occurred any  material adverse  change in  the  business or
          financial  condition  of  Customer  or  any  Guarantor;  (C)  all
          representations  and warranties  of  Customer  or  any  Guarantor
          herein or in  any Additional  Agreements shall then  be true  and
          correct in all material  respects; (D) MLBFS shall have  received
          this Loan  Agreement and all  of the Additional  Agreements, duly
          executed and filed  or recorded  where applicable,  all of  which
          shall be in form and substance reasonably satisfactory  to MLBFS;
          (E) MLBFS shall have received evidence reasonably satisfactory to
          it as to  the ownership of the Collateral  and the perfection and
          priority of MLBFS' liens and  security interests thereon, as well
          as the ownership  of and  the perfection and  priority of  MLBFS'
          liens and  security interests  on  any other  collateral for  the
          Obligations  furnished   pursuant  to   any  of   the  Additional
          Agreements; (F)  MLBFS shall  have  received evidence  reasonably
          satisfactory  to it of the insurance required hereby or by any of
          the  Additional  Agreements;  and (G)  any  additional conditions
          specified in the  "WCMA Line of Credit Approval"  letter executed
          by  MLBFS with  respect to  the transactions  contemplated hereby
          shall have been met to the reasonable satisfaction of MLBFS.

          (viii) "Guarantor" shall mean  a person or entity who  has either
          guaranteed  or   provided  collateral  for  any  or  all  of  the
          Obligations;  and   "Business  Guarantor"  shall  mean  any  such
          Guarantor  that  is a  corporation,  partnership, proprietorship,
          limited liability company or other entity regularly engaged  in a
          business activity.

          (ix)  "Interest Rate"  shall mean  a variable  per annum  rate of
          interest  equal to  the sum  of 2.75%  and the  30-Day Commercial
          Paper Rate.  The "30-Day Commercial Paper Rate" shall mean, as of
          the date of  any determination,  the interest rate  from time  to
          time  published in the "Money  Rates" section of  The Wall Street
          Journal  for  30-day  high-grade  unsecured  notes  sold  through
          dealers  by major corporations. The Interest  Rate will change as
          of the date of publication in The Wall Street Journal of a 30-Day
          Commercial Paper Rate  that is different  from that published  on
          the preceding Business  Day.  In the  event that The  Wall Street
          Journal  shall,  for any  reason, fail  or  cease to  publish the
          30-Day  Commercial Paper  Rate,  MLBFS will  choose a  reasonably
          comparable  index or source to use  as the basis for the Interest
          Rate.

          (x)  "Line Fee" shall mean a fee  of $100,000.00 payable to MLBFS
          in connection  with the WCMA Line  of Credit for the  period from
          the Activation Date to the Maturity Date.

          (xi) "Location of Tangible Collateral" shall mean  the address of
          Customer  set  forth at  the  beginning of  this  Loan Agreement,
          together  with any  other address  or addresses  set forth  on an
          exhibit hereto as being a Location of Tangible Collateral.

          (xii) "Maturity Date" shall mean September 30,1997, or such later
          date as may be consented to in writing by MLBFS.

          (xiii) "Maximum WCMA Line of Credit" shall mean $10,000,000.00.

          (xiv) "Obligations" shall mean all liabilities,  indebtedness and
          other  obligations  of  Customer  to  MLBFS,  howsoever  created,
          arising or evidenced, whether  now existing or hereafter arising,
          whether direct or  indirect, absolute  or contingent,  due or  to
          become due,  primary  or  secondary  or joint  or  several,  and,
          without limiting the  foregoing, shall include interest  accruing
          after the filing of  any petition in bankruptcy, and  all present
          and future liabilities, indebtedness and obligations  of Customer
          under this Loan Agreement.

          (xv) Permitted Liens"  shall mean (A) liens for current taxes not
          delinquent,  other non-consensual  liens arising in  the ordinary
          course of business for sums not due, and, if MLBFS' rights to and
          interest  in  the Collateral  are  not  materially and  adversely
          affected thereby, any such liens for taxes or other nonconsensual
          liens arising in  the ordinary course of business being contested
          in good faith by  appropriate proceedings; (B) liens in  favor of
          MLBFS;  (C) liens which will  be discharged with  the proceeds of
          the  initial  WCMA  Loan;  and  (D)  any  other  liens  expressly
          permitted in writing by MLBFS.

          (xvi)  "WCMA Account" shall mean and refer to the Working Capital
          Management Account of Customer  with MLPF&S identified as Account
          No. 582-07596.

          (xvii) "WCMA Loan" shall mean each advance made by MLBFS pursuant
          to this Loan Agreement.

          (b) OTHER TERMS.   Except  as otherwise defined  herein: (i)  all
          terms  used in  this  Loan Agreement  which  are defined  in  the
          Uniform  Commercial  Code  of  Illinois ("UCC")  shall  have  the
          meanings  set forth in the  UCC, and (ii)  capitalized terms used
          herein which are  defined in  the WCMA Agreement  shall have  the
          meaning set forth in the WCMA Agreement.

          2.   WCMA PROMISSORY NOTE

          FOR  VALUE RECEIVED, Customer hereby promises to pay to the order
          of MLBFS, at the times  and in the manner set forth in  this Loan
          Agreement, or in such other manner and at such place as MLBFS may
          hereafter  designate  in  writing,  the  following:  (a)  on  the
          Maturity Date, the aggregate unpaid principal amount of  all WCMA
          Loans (the  "WCMA Loan  Balance"); (b) interest  at the  Interest
          Rate on the outstanding WCMA Loan Balance, from and including the
          date on  which the initial  WCMA Loan is  made until the  date of
          payment of all WCMA Loans  in full; and (c) on demand,  all other
          sums payable pursuant to this Loan Agreement, including, but  not
          limited  to, the  Line  Fee  and any  late  charges.   Except  as
          otherwise expressly  set  forth herein,  Customer  hereby  waives
          presentment, demand  for payment, protest and  notice of protest,
          notice  of dishonor, notice of acceleration,  notice of intent to
          accelerate and  all other  notices and formalities  in connection
          with this WCMA Promissory Note and this Loan Agreement.

          3.   WCMA LOANS

          (a)  Activation  Date.     Provided  that:  (i)   the  Commitment
          Expiration Date shall  not then have occurred,  and (ii) Customer
          shall have subscribed to the WCMA Program and its subscription to
          the WCMA Program  shall then  be in effect,  the Activation  Date
          shall  occur  on  or  promptly  after  the  date,  following  the
          acceptance  of  this Loan  Agreement by  MLBFS  at its  office in
          Chicago,  Illinois,  upon  which  each  of  the  General  Funding
          Conditions  shall have been  met or  satisfied to  the reasonable
          satisfaction of MLBFS.   No activation by MLBFS of  the WCMA Line
          of  Credit for a  nominal amount shall be  deemed evidence of the
          satisfaction  of any  of the  conditions herein  set forth,  or a
          waiver of any of the terms or conditions hereof.  Customer hereby
          authorizes  MLBFS to  pay out  of and  charge to  Customer's WCMA
          Account on the Activation Date all amounts necessary to fully pay
          off  any bank or other  financial institution having  a lien upon
          any of the Collateral other than a Permitted Lien.

          (b)  WCMA  LOANS.   Subject to the  terms and  conditions hereof,
          during  the  period from  and after  the  Activation Date  to the
          Maturity Date: (i) MLBFS will make WCMA Loans to Customer in such
          amounts as Customer may  from time to time request  in accordance
          with  the terms hereof, up to an aggregate outstanding amount not
          to  exceed the Maximum WCMA Line of Credit, and (ii) Customer may
          repay  any WCMA  Loans in whole  or in  part at  any time without
          premium or penalty, and request  a re-borrowing of amounts repaid
          on a  revolving basis.  Customer may request WCMA Loans by use of
          WCMA Checks, FTS,  Visa  charges, wire  transfers, or such  other
          means of access to the WCMA Line of Credit as may be permitted by
          MLBFS from  time to time; it being understood that so long as the
          WCMA Line  of Credit shall be  in effect, any charge  or debit to
          the  WCMA Account which  but for  the WCMA  Line of  Credit would
          under the terms  of the  WCMA Agreement result  in an  overdraft,
          shall be deemed a request by Customer for a WCMA Loan.

          (c)  CONDITIONS OF  WCMA LOANS.   Notwithstanding the  foregoing,
          MLBFS  shall  not be  obligated to  make any  WCMA Loan,  and may
          without notice refuse to  honor any such request by  Customer, if
          at the time of  receipt by MLBFS  of Customer's request: (i)  the
          making  of such  WCMA Loan would  cause the Maximum  WCMA Line of
          Credit  to  be exceeded;  or (ii)  the  Maturity Date  shall have
          occurred,  or the WCMA Line  of Credit shall  have otherwise been
          terminated  in  accordance  with   the  terms  hereof;  or  (iii)
          Customer's  subscription  to the  WCMA  Program  shall have  been
          terminated;  or  (iv)  an  event  shall  have   occurred  and  is
          continuing  which shall  have caused any  of the  General Funding
          Conditions  to not  then be  met or  satisfied to  the reasonable
          satisfaction of MLBFS.  The making by MLBFS of any WCMA Loan at a
          time when any one or more of said conditions shall  not have been
          met  shall not  in any  event be  construed as  a waiver  of said
          condition or conditions or of any Event of Default, and shall not
          prevent MLBFS at  any time thereafter  while any condition  shall
          not have been met from refusing  to honor any request by Customer
          for a WCMA Loan.

          (d)  FORCE MAJEURE.   MLBFS shall  not be responsible,  and shall
          have no liability to Customer or  any other party, for any  delay
          or  failure of MLBFS to honor any  request of Customer for a WCMA
          Loan or  any other  act or  omission of MLBFS,  MLPF&S or  any of
          their affiliates  due to  or resulting from  any system  failure,
          error or delay in posting or other clerical error, loss of power,
          fire, Act  of God or other cause beyond the reasonable control of
          MLBFS, MLPF&S or any of their affiliates  unless directly arising
          out of the  willful wrongful  act or active  gross negligence  of
          MLBFS.   In no  event shall  MLBFS be liable  to Customer  or any
          other party  for any incidental or  consequential damages arising
          from any  act  or  omission by  MLBFS,  MLPF&S or  any  of  their
          affiliates in connection  with the  WCMA Line of  Credit or  this
          Loan Agreement.

          (e)  Interest.   The WCMA Loan Balance shall bear interest at the
          Interest  Rate.  Interest shall be computed for the actual number
          of days  elapsed on the basis  of a year consisting  of 360 days.
          Notwithstanding any  provision to the contrary  in this Agreement
          or  any  of  the  Additional Agreements,  no  provision  of  this
          Agreement or any of  the Additional Agreements shall  require the
          payment or  permit the collection of any  amount in excess of the
          maximum amount  of  interest  permitted  to  be  charged  by  law
          ("Excess  Interest").  If any Excess Interest is provided for, or
          is adjudicated as being provided for, in this Agreement or any of
          the  Additional  Agreements,  then:  (a) Customer  shall  not  be
          obligated  to  pay  any  Exccess  Interest;  and  (b)  any Excess
          Interest that MLBFS may  have received hereunder or under  any of
          the  Additional Agreements shall, at the option of MLBFS, be: (i)
          applied as a  credit against the then unpaid balance  of the WCMA
          Line of Credit, (ii) refunded to the payer  thereof, or (iii) any
          combination  of  the foregoing.    Except  as otherwise  provided
          herein,  accrued and  unpaid interest  on the  WCMA  Loan Balance
          shall  be  payable  monthly on  the  last  Business  Day of  each
          calendar month,  commencing  with the  last Business  Day of  the
          calendar  month  in  which   the  Activation  Date  shall  occur.
          Customer hereby irrevocably authorizes  and directs MLPF&S to pay
          MLBFS  such  accrued  interest  from any  available  free  credit
          balances in the WCMA  Account, and if such available  free credit
          balances are insufficient to satisfy any interest payment due, to
          liquidate any investments  in the Money Accounts (other  than any
          investments constituting any Minimum Money Accounts Balance under
          the WCMA Directed Reserve program) in an amount up to the balance
          of such accrued interest, and pay to MLBFS the available proceeds
          on account thereof.   If  available free credit  balances in  the
          WCMA  Account and  available proceeds  of the Money  Accounts are
          insufficient to pay  the entire balance of  accrued interest, and
          Customer otherwise fails  to make  such payment  when due,  MLBFS
          may, in its sole discretion, make  a WCMA Loan in an amount equal
          to the balance of such  accrued interest and pay the  proceeds of
          such WCMA Loan to itself on account of such interest.  The amount
          of any such WCMA Loan will be added to the WCMA Loan Balance.  If
          MLBFS  declines to  extend a  WCMA Loan  to Customer  under these
          circumstances,  Customer hereby authorizes  and directs MLPF&S to
          make all such interest  payments to MLBFS from any  Minimum Money
          Accounts Balance.  If there is no Minimum Money Accounts Balance,
          or  it is  insufficient  to pay  all  such interest,  MLBFS  will
          invoice Customer  for  payment  of  the balance  of  the  accrued
          interest, and  Customer shall  pay such interest  as directed  by
          MLBFS within 5 Business Days of receipt of such invoice.

          (f)  PAYMENTS.   All payments  required or  permitted to  be made
          pursuant to this Loan Agreement shall  be made in lawful money of
          the United  States.  Unless otherwise directed by MLBFS, payments
          on account of the WCMA  Loan Balance may be made by  the delivery
          of checks  (other than WCMA Checks),  or by means of  FTS or wire
          transfer of funds (other than funds from the WCMA Line of Credit)
          to MLPF&S for credit to Customer's WCMA Account.  Notwithstanding
          anything  in the WCMA Agreement  to the contrary, Customer hereby
          irrevocably authorizes and directs MLPF&S to apply available free
          credit balances in the WCMA Account to the repayment of the  WCMA
          Loan  Balance  prior  to   application  for  any  other  purpose.
          Payments to MLBFS from  funds in the WCMA Account shall be deemed
          to be  made by Customer upon the same basis and schedule as funds
          are  made  available  for investment  in  the  Money Accounts  in
          accordance  with  the terms  of the  WCMA  Agreement.   All funds
          received  by   MLBFS  from  MLPF&S  pursuant   to  the  aforesaid
          authorization  shall be applied by MLBFS to repayment of the WCMA
          Loan Balance.  The acceptance by or on behalf of MLBFS of a check
          or  other  payment for  a lesser  amount than  shall be  due from
          Customer, regardless  of any endorsement or  statement thereon or
          transmitted  therewith,  shall  not   be  deemed  an  accord  and
          satisfaction or  anything other  than a  payment on  account, and
          MLBFS or anyone  acting on behalf of MLBFS may  accept such check
          or  other payment  without prejudice  to the  rights of  MLBFS to
          recover  the balance actually due  or to pursue  any other remedy
          under this  Loan Agreement  or applicable  law for such  balance.
          All checks accepted by or on  behalf of MLBFS in connection  with
          the WCMA Line of Credit are subject to final collection.

          (g)  EXCEEDING THE MAXIMUM  WCMA LINE  OF CREDIT.   In the  event
          that the WCMA  Loan Balance shall at any  time exceed the Maximum
          WCMA Line  of Credit, Customer shall within 1 Business Day of the
          first to  occur of (i)  any request or  demand of MLBFS,  or (ii)
          receipt by Customer  of a  statement from MLPF&S  showing a  WCMA
          Loan  Balance in  excess  of the  Maximum  WCMA Line  of  Credit,
          deposit sufficient funds into the WCMA Account to reduce the WCMA
          Loan Balance below the Maximum WCMA Line of Credit.

          (h)  LINE FEE; EXTENSIONS.  (i) In consideration of the extension
          of the WCMA Line of Credit by MLBFS to Customer during the period
          from  the Activation Date to the Maturity Date, Customer has paid
          or  shall pay  the  Line Fee  to  MLBFS.   If  such  fee has  not
          heretofore  been paid  by  Customer,  Customer hereby  authorizes
          MLBFS, at its option, to either cause  said fee to be paid with a
          WCMA Loan  which is added  to the  WCMA Loan Balance,  or invoice
          Customer for said fee (in which event Customer shall pay said fee
          within 5 Business Days after receipt of such invoice).   No delay
          in the Activation Date,  howsoever caused, shall entitle Customer
          to any  rebate or reduction in  the Line Fee or  extension of the
          Maturity Date.

          (ii) In  the event MLBFS  and Customer, in  their respective sole
          discretion, agree to  renew the  WCMA Line of  Credit beyond  the
          current  Maturity Date, Customer agrees to pay a renewal Line Fee
          or Line  Fees (if the Maturity Date is extended for more than one
          12-month period),  in the  amount  per 12-month  period or  other
          applicable period then set  forth in the writing signed  by MLBFS
          which extends  the Maturity  Date; it  being understood  that any
          request by Customer for a WCMA Loan or failure of Customer to pay
          any  WCMA  Loan  Balance  outstanding on  the  immediately  prior
          Maturity  Date, after the receipt by Customer of a writing signed
          by MLBFS extending the  Maturity Date, shall be deemed  a consent
          by Customer  to both the  renewal Line Fees and  the new Maturity
          Date.   If  no renewal  Line Fees  are set  forth in  the writing
          signed by MLBFS extending the Maturity Date, the renewal Line Fee
          for each  12-month period shall be  deemed to be the  same as the
          immediately preceding periodic Line Fee.   Each such renewal Line
          Fee may, at the option of MLBFS, either be paid  with a WCMA Loan
          which is added to the WCMA Loan Balance or invoiced  to Customer,
          as aforesaid, on or at  any time after the first Business  Day of
          the first month of the 12-month period for which such fee is due.

          (i)  STATEMENTS.   MLPF&S will include in  each monthly statement
          it issues under the WCMA Program information with respect to WCMA
          Loans and the WCMA Loan Balance.  Any questions that Customer may
          have  with  respect to  such  information should  be  directed to
          MLBFS; and any questions with respect to any other matter in such
          statements or  about  or affecting  the  WCMA Program  should  be
          directed to MLPF&S.

          (j)  USE  OF  LOAN PROCEEDS;  SECURITIES  TRANSACTIONS.   On  the
          Activation Date, a WCMA Loan will be made to pay any indebtedness
          of Customer  to a third party  secured by all or any  part of the
          Collateral.  The proceeds  of each subsequent WCMA Loan  shall be
          used by Customer solely  for working capital for itself  and each
          of the  US-based Business Guarantors  in the  ordinary course  of
          their respective  businesses, or, with the  prior written consent
          of  MLBFS, for  other lawful  business purposes  of  Customer not
          prohibited hereby.   CUSTOMER AGREES THAT  UNDER NO CIRCUMSTANCES
          WILL FUNDS BORROWED FROM MLBFS THROUGH THE WCMA LINE OF CREDIT BE
          USED:  (I)  FOR PERSONAL,  FAMILY  OR HOUSEHOLD  PURPOSES  OF ANY
          PERSON  WHATSOEVER,   (II)  TO   PURCHASE,  CARRY  OR   TRADE  IN
          SECURITIES, INCLUDING SHARES  OF THE MONEY ACCOUNTS,  OR (III) TO
          REPAY DEBT INCURRED  TO PURCHASE, CARRY  OR TRADE IN  SECURITIES;
          NOR WILL ANY SUCH  FUNDS BE REMITTED, DIRECTLY OR  INDIRECTLY, TO
          MLPF&S  OR  ANY OTHER  BROKER OR  DEALER  IN SECURITIES,  BY WCMA
          CHECK, CHECK, FTS, WIRE TRANSFER, OR OTHERWISE.

          4.   REPRESENTATIONS AND WARRANTIES

          Customer represents and warrants to MLBFS that: 

          (a)  ORGANIZATION AND EXISTENCE.  Customer is a corporation, duly
          organized and validly existing in good standing under the laws of
          the State of Delaware and is qualified to do business and in good
          standing in each other state where the nature of its business  or
          the property owned by it  make such qualification necessary; and,
          where  applicable, each  Business  Guarantor  is duly  organized,
          validly existing and in good standing under the laws of the state
          of  its formation and  is qualified  to do  business and  in good
          standing in each other state where the nature of its  business or
          the property owned by it make such qualification necessary.

          (b)  EXECUTION,   DELIVERY  AND  PERFORMANCE.     The  execution,
          delivery  and performance by Customer  of this Loan Agreement and
          by  Customer  and  each  Guarantor  of  such  of  the  Additional
          Agreements to which it is a party: (i) have been duly  authorized
          by all  requisite action,  (ii) do  not and will  not violate  or
          conflict with any law  or other governmental requirement, or  any
          of  the  agreements, instruments  or  documents  which formed  or
          govern Customer or any such Guarantor, and (iii)  do not and will
          not  breach or  violate any of  the provisions  of, and  will not
          result  in a default by Customer or any such Guarantor under, any
          other agreement, instrument or document to which it is a party or
          by which it or its properties are bound.

          (c)  NOTICES AND APPROVALS.   Except  as may have  been given  or
          obtained, no notice to or consent or approval of any governmental
          body  or authority  or other  third party  whatsoever (including,
          without limitation, any other creditor) is required in connection
          with the  execution, delivery or  performance by Customer  or any
          Guarantor of  such  of this  Loan  Agreement and  the  Additional
          Agreements to which it is a party.

          (d)  ENFORCEABILITY.    This  Loan  Agreement  and  such  of  the
          Additional Agreements to which it is a party are the legal, valid
          and   binding  obligations   of  Customer  and   each  Guarantor,
          enforceable against it or them, as the case may be, in accordance
          with  their respective  terms,  except as  enforceability may  be
          limited by bankruptcy and other similar laws affecting the rights
          of creditors generally or by general principles of equity.

          (e)  COLLATERAL.   Subject to  any Permitted Liens:  (i) Customer
          has good and marketable title to the Collateral, (ii) none of the
          Collateral  is  subject  to  any lien,  encumbrance  or  security
          interest,  and (iii)  upon the  filing of all  Uniform Commercial
          Code financing  statements executed  by Customer with  respect to
          the  Collateral in  the  appropriate  jurisdiction(s) and/or  the
          completion  of any  other  action required  by applicable  law to
          perfect its liens  and security interests, MLBFS will  have valid
          and  perfected first liens and security interests upon all of the
          Collateral.

          (f)  FINANCIAL  STATEMENTS.   Except  as expressly  set forth  in
          Customer's or any Business  Guarantor's financial statements, all
          financial  statements of  Customer  and each  Business  Guarantor
          furnished  to  MLBFS  have   been  prepared  in  conformity  with
          generally accepted accounting  principles, consistently  applied,
          are  true and correct, and fairly present the financial condition
          of it as at such dates and the results of its operations for  the
          periods then ended;  and since  the most recent  date covered  by
          such  financial statements,  there has  been no  material adverse
          change  in  any  such  financial  condition  or  operation.   All
          financial statements  furnished to  MLBFS of any  Guarantor other
          than  a  Business  Guarantor  are true  and  correct  and  fairly
          represent such Guarantor's financial condition as  of the date of
          such financial statements, and since the most recent date of such
          financial statements,  there has been no  material adverse change
          in such financial condition.

          (g)  LITIGATION.   No litigation,  arbitration, administrative or
          governmental  proceedings are  pending  or, to  the knowledge  of
          Customer,  threatened  against Customer  or any  Guarantor, which
          would, if adversely determined,  materially and adversely  affect
          the  liens and security interests of MLBFS hereunder or under any
          of the Additional Agreements, the financial condition of Customer
          or  any such Guarantor or the continued operations of Customer or
          any Business Guarantor.

          (h)  TAX RETURNS.   All  federal,  state and  local tax  returns,
          reports  and statements required to be filed by Customer and each
          Guarantor  have  been  filed with  the  appropriate  governmental
          agencies  and  all taxes  due and  payable  by Customer  and each
          Guarantor  have been timely paid  (except to the  extent that any
          such failure to  file or  pay will not  materially and  adversely
          affect either the liens and security interests of MLBFS hereunder
          or  under  any  of   the  Additional  Agreements,  the  financial
          condition  of  Customer  or   any  Guarantor,  or  the  continued
          operations of Customer or any Business Guarantor).

          (i)  COLLATERAL  LOCATION.   All  of the  tangible Collateral  is
          located at a Location of Tangible Collateral.  

          Each  of   the  foregoing  representations  and   warranties  are
          continuing and  shall be  deemed remade by  Customer concurrently
          with each request for a WCMA Loan.

          5.   FINANCIAL AND OTHER INFORMATION

          Customer shall furnish or  cause to be furnished to  MLBFS during
          the term of this Loan Agreement all of the following:

          (a)  ANNUAL  FINANCIAL STATEMENTS.    Within 120  days after  the
          close of each fiscal year of American Eco Corporation ("Parent"),
          Customer shall furnish  or cause to be furnished to  MLBFS a copy
          of the  annual audited financial statements  of Parent, Customer,
          and all  direct and indirect subsidiaries of  Parent and Customer
          (collectively, the "Consolidated Group") consisting of at least a
          balance sheet  as at  the close of  such fiscal year  and related
          statements of income, retained earnings and cash flows, certified
          by its current independent  certified public accountants or other
          independent certified public accountants reasonably acceptable to
          MLBFS.

          (b)  INTERIM  FINANCIAL STATEMENTS.    Within 45  days after  the
          close of each fiscal semi-annual period of the Customer, Customer
          shall   furnish  or  cause  to  be  furnished  to  MLBFS:  (i)  a
          consolidating statement of profit and loss for the fiscal quarter
          then  ended for  each  of the  Business  Guarantors, and  (ii)  a
          consolidating balance  sheet  as  at  the close  of  such  fiscal
          quarter  for each of  the Business Guarantors;  all in reasonable
          detail and certified by their respective chief financial officer.

          (c)  AGING OF ACCOUNTS.   Within 45 days after  the close of each
          fiscal quarter of Customer, Customer shall furnish or cause to be
          furnished to MLBFS a  consolidated aging of the Accounts  and any
          Chattel Paper of  Customer and  each of the  U.S. based  Business
          Guarantors certified by its chief financial officer.

          (d)  SEC  REPORTS.  Within 10  days after filing  with the SEC of
          each 20F and 6K report of  Parent, Customer shall furnish a  copy
          thereof to MLBFS.

          (e)  OTHER INFORMATION.   Customer shall furnish  or cause to  be
          furnished  to MLBFS such other information as MLBFS may from time
          to time reasonably request relating to Customer, any Guarantor or
          the Collateral.

          6.   OTHER COVENANTS

          Customer further  agrees during the  term of this  Loan Agreement
          that:

          (a)  FINANCIAL RECORDS; INSPECTION.   Customer and  each Business
          Guarantor will: (i)  maintain at its principal  place of business
          complete  and accurate books and records, and maintain all of its
          financial  records  in a  manner  consistent  with the  financial
          statements  heretofore furnished  to MLBFS,  or prepared  on such
          other  basis as may  be approved  in writing  by MLBFS;  and (ii)
          permit  MLBFS  or  its   duly  authorized  representatives,  upon
          reasonable  notice  and  at  reasonable  times,  to  inspect  its
          properties  (both  real  or  personal),   operations,  books  and
          records.

          (b)  TAXES.   Customer and each  Guarantor will pay  when due all
          taxes,  assessments  and  other governmental  charges,  howsoever
          designated, and all other  liabilities and obligations, except to
          the  extent that any such failure to  pay will not materially and
          adversely affect either the liens and security interests of MLBFS
          hereunder  or  under  any   of  the  Additional  Agreements,  the
          financial condition of Customer or any Guarantor or the continued
          operations of Customer or any Business Guarantor.

          (c)  COMPLIANCE WITH  LAWS AND AGREEMENTS.   Neither Customer nor
          any  Guarantor   will  violate  any  law,   regulation  or  other
          governmental requirement, any  judgment or order of any  court or
          governmental agency or authority, or any agreement, instrument or
          document to which it is a  party or by which it is bound,  if any
          such violation  will materially  and adversely affect  either the
          liens and security interests  of MLBFS hereunder or under  any of
          the Additional Agreements, the financial condition of Customer or
          any Guarantor,  or the  continued operations  of Customer  or any
          Business Guarantor.

          (d)  CONTINUITY.  Except upon the prior written consent of MLBFS,
          which  consent will  not  be unreasonably  withheld: (i)  neither
          Customer nor any Business Guarantor will be a party to any merger
          or  consolidation with, or  purchase or otherwise  acquire all or
          substantially  all of  the assets  or stock  of, or  any material
          partnership or joint venture  interest in, any person or  entity,
          or sell,  transfer or lease  all or  any substantial part  of its
          assets if any such action causes a material change in its control
          or principal  business,  or  a  material adverse  change  in  its
          financial  condition  or  operations;  (ii)  Customer  and   each
          Business Guarantor will preserve  its existence and good standing
          in the jurisdictions of establishment and operation, and will not
          operate  in   any  material   business  other  than   a  business
          substantially  the same  as  its  business  as  of  the  date  of
          application by  Customer for credit from MLBFS; and (iii) neither
          Customer  nor any  Business Guarantor  will cause  or permit  any
          material  change in its controlling ownership, controlling senior
          management  or, except upon not  less than 30  days prior written
          notice to MLBFS, its name or principal place of business.

          (e)  TANGIBLE NET  WORTH.  The consolidated  "tangible net worth"
          of the Consolidated Group, consisting of the Consolidated Group's
          net worth as shown on their regular financial statements prepared
          in  a manner consistent with  the terms hereof,  but excluding an
          amount equal to:  (i) any assets which  are ordinarily classified
          as "intangible"  in accordance with generally accepted accounting
          principles, and  (ii) any amounts  now or  hereafter directly  or
          indirectly  owing   to  the   Consolidated  Group   by  officers,
          shareholders or  affiliates of  the Consolidated Group,  shall at
          all times exceed $15,000,000.

          (f)  DEBT  TO WORTH.  The ratio of the Consolidated Group's total
          debt to  the Consolidated Group's tangible  net worth, determined
          as aforesaid, shall not at any time exceed 1.75 to 1.

          (g)  MINIMUM   WORKING  CAPITAL   RATIO.     The  ratio   of  the
          Consolidated Group's  current assets to its  current liabilities,
          as  shown on the Consolidated  Group's regular books and records,
          shall at all time be not less than 1.25 to 1.

          (h)  ACQUISITIONS.   Customer shall  provide MLBFS with  not less
          than  10  days prior  written notice  of  the acquisition  by any
          member of the Consolidated  Group of all or substantially  all of
          the assets of  any other entity, and, if such  other entity shall
          in   its  latest   fiscal   year  had   revenues  in   excess  of
          $50,000,000.00,  furnish to MLBFS  detailed financial information
          about  said entity and such  other information as  MLBFS may from
          time to time reasonably  request.  Except upon the  prior written
          consent of  MLBFS,  no member  of  the Consolidated  Group  shall
          acquire all  or substantially all of  the assets or stock  of any
          other entity  whose annual  revenues in  the  latest fiscal  year
          exceeded $100,000,000.00,  or which sustained  a net loss  in the
          latest fiscal year which exceeded $2,000,000.00.

          (i)  NEGATIVE PLEDGE.   Except upon the prior written  consent of
          MLBFS,  Parent   shall  not  directly  or   indirectly  mortgage,
          encumber, pledge or grant  a lien or security interest  to anyone
          other than MLBFS in any  of its assets or property, now  owned or
          hereafter acquired.

          7.   COLLATERAL

          (a)  PLEDGE OF COLLATERAL.  To secure payment and  performance of
          the Obligations, Customer hereby pledges, assigns, transfers  and
          sets over to  MLBFS, and grants to MLBFS first liens and security
          interests  in and  upon all  of the  Collateral, subject  only to
          Permitted Liens.

          (b)  LIENS.   Except upon  the  prior written  consent of  MLBFS,
          Customer  shall  not  create   or  permit  to  exist  any   lien,
          encumbrance  or security  interest upon  or with  respect to  any
          Collateral now  owned or hereafter acquired  other than Permitted
          Liens.

          (c)  PERFORMANCE OF  OBLIGATIONS.  Customer shall  perform all of
          its  obligations owing  on  account of  or  with respect  to  the
          Collateral;  it  being understood  that  nothing  herein, and  no
          action  or  inaction  by  MLBFS,  under  this  Loan  Agreement or
          otherwise,  shall  be deemed  an assumption  by  MLBFS of  any of
          Customer's said obligations.

          (d)  SALES AND COLLECTIONS.  So long as no Event of Default shall
          have occurred  and is  continuing, Customer may  in the  ordinary
          course of its business:  (i) sell any Inventory normally  held by
          Customer for sale, (ii) use or consume any materials and supplies
          normally held  by  Customer for  use  or consumption,  and  (iii)
          collect all of  its Accounts.   Customer shall  take such  action
          with  respect to  protection  of  its  Inventory  and  the  other
          Collateral and the collection  of its Accounts as MLBFS  may from
          time to time reasonably request.

          (e)  ACCOUNT SCHEDULES.  Upon  the request of MLBFS, made  now or
          at any reasonable time or times hereafter, Customer shall deliver
          to  MLBFS,   in  addition  to  the   other  information  required
          hereunder,  a  schedule identifying,  for  each  Account and  all
          Chattel Paper  subject  to MLBFS'  security interests  hereunder,
          each  Account Debtor by name  and address and  amount, invoice or
          contract number and date  of each invoice or contract.   Customer
          shall furnish  to MLBFS such additional  information with respect
          to  the Collateral, and amounts received  by Customer as proceeds
          of any  of  the  Collateral,  as MLBFS  may  from  time  to  time
          reasonably request.

          (f)  ALTERATIONS AND MAINTENANCE.   Except upon the prior written
          consent  of MLBFS, Customer shall not make or permit any material
          alterations  to any  tangible Collateral  which might  materially
          reduce or impair its market value or utility.  Customer  shall at
          all  times  keep the  tangible Collateral  in good  condition and
          repair and shall  pay or cause to be paid all obligations arising
          from  the repair and maintenance  of such Collateral,  as well as
          all  obligations  with  respect  to  each  Location  of  Tangible
          Collateral, except  for any  such obligations being  contested by
          Customer in good faith by appropriate proceedings.

          (g)  LOCATION.   Except  for movements  required in  the ordinary
          course of Customer's business, Customer shall give MLBFS 30 days'
          prior  written  notice  of the  placing  at  or  movement of  any
          tangible  Collateral to  any  location other  than a  Location of
          Tangible  Collateral.  In no event shall Customer cause or permit
          any material tangible  Collateral to be  removed from the  United
          States without the express prior written consent of MLBFS.

          (h)  INSURANCE.    Customer  shall  insure all  of  the  tangible
          Collateral  under  a  policy   or  policies  of  physical  damage
          insurance providing that losses  will be payable to MLBFS  as its
          interests  may  appear  pursuant   to  a  Lender's  Loss  Payable
          Endorsement  and  containing  such  other provisions  as  may  be
          reasonably required by MLBFS.  Customer shall further provide and
          maintain a  policy or policies of  comprehensive public liability
          insurance naming MLBFS as an  additional party insured.  Customer
          and each  Business Guarantor shall maintain  such other insurance
          as  may  be  required by  law  or  is  customarily maintained  by
          companies in a similar  business or otherwise reasonably required
          by  MLBFS.   All  such insurance  shall  provide that  MLBFS will
          receive  not  less  than 10  days  prior  written  notice of  any
          cancellation,  and shall otherwise be in form and amount and with
          an insurer  or insurers reasonably acceptable  to MLBFS. Customer
          shall  furnish  MLBFS with  a copy  or  certificate of  each such
          policy or policies and, prior  to any expiration or cancellation,
          each renewal or replacement thereof.

          (i)  EVENT  OF LOSS.    Customer shall  at  its expense  promptly
          repair  all repairable damage to any tangible Collateral.  In the
          event  that any  tangible  Collateral is  damaged beyond  repair,
          lost,  totally destroyed or confiscated (an  "Event of Loss") and
          such Collateral  had a  value  prior to  such  Event of  Loss  of
          $25,000.00 or more, then, on or before the first to  occur of (i)
          90 days  after the occurrence of  such Event of Loss,  or (ii) 10
          Business  Days after the date  on which either  Customer or MLBFS
          shall  receive any proceeds of insurance on account of such Event
          of Loss, or any underwriter of insurance on such Collateral shall
          advise either  Customer or MLBFS  that it disclaims  liability in
          respect  of  such Event  of Loss,  Customer shall,  at Customer's
          option, either  replace the Collateral  subject to such  Event of
          Loss  with comparable  Collateral free  of  all liens  other than
          Permitted Liens  (in which  event Customer  shall be entitled  to
          utilize the proceeds  of insurance  on account of  such Event  of
          Loss for such purpose, and may retain any excess proceeds of such
          insurance), or consent to a reduction  in the WCMA Line of Credit
          in an amount equal to the actual cash value of such Collateral as
          determined by either  the applicable insurance  company's payment
          (plus  any applicable  deductible)  or, in  absence of  insurance
          company   payment,    as   reasonably   determined    by   MLBFS.
          Notwithstanding  the foregoing, if  at the time  of occurrence of
          such Event of Loss or any time thereafter prior to replacement or
          line reduction,  as aforesaid,  an Event  of Default  shall occur
          hereunder,  then MLBFS may at its sole option, exercisable at any
          time  while such  Event of Default  shall be  continuing, require
          Customer  to either  replace  such  Collateral  or,  on  its  own
          volition and  without the  consent of  Customer, reduce  the WCMA
          Line of Credit, as aforesaid.

          (j)  NOTICE  OF  CERTAIN  EVENTS.    Customer  shall  give  MLBFS
          immediate  notice  of  any attachment,  lien,  judicial  process,
          encumbrance or claim affecting or involving $25,000.00 or more of
          the Collateral.

          (k)  INDEMNIFICATION.  Customer shall  indemnify, defend and save
          MLBFS harmless  from and against any and all claims, liabilities,
          losses,  costs  and  expenses  (including,   without  limitation,
          reasonable attorneys' fees and expenses) of any nature whatsoever
          which may be asserted against or incurred by MLBFS arising out of
          or in  any manner  occasioned by (i)  the ownership,  collection,
          possession,  use  or operation  of  any Collateral,  or  (ii) any
          failure by Customer to perform  any of its obligations hereunder;
          excluding,  however,   from  said  indemnity   any  such  claims,
          liabilities, etc.  arising directly  out of the  willful wrongful
          act  or active gross negligence  of MLBFS.   This indemnity shall
          survive the expiration  or termination of this  Loan Agreement as
          to  all matters arising or  accruing prior to  such expiration or
          termination.

          8.   EVENTS OF DEFAULT

          The occurrence of any of the following events shall constitute an
          "Event of Default" under this Loan Agreement:

          (a)  FAILURE TO PAY.   Customer  shall fail  to pay  to MLBFS  or
          deposit  into the  WCMA  Account when  due  any amount  owing  or
          required  to be deposited by Customer  under this Loan Agreement,
          or shall fail to pay when due any other Obligations, and any such
          failure shall  continue  for  more than  5  Business  Days  after
          written  notice  thereof  shall  have  been  given  by  MLBFS  to
          Customer.

          (b)  FAILURE TO PERFORM.  Customer or any Guarantor shall default
          in  the performance or observance of any covenant or agreement on
          its part to be performed or observed under this Loan Agreement or
          any of  the Additional Agreements  (not constituting an  Event of
          Default under any other clause of this Section), and such default
          shall  continue unremedied  for  10 Business  Days after  written
          notice thereof shall have been given by MLBFS to Customer.

          (c)  BREACH OF WARRANTY.  Any representation or warranty made  by
          Customer or any Guarantor contained in this Loan Agreement or any
          of the Additional Agreements shall at any time prove to have been
          incorrect in any material respect when made.

          (d)  DEFAULT  UNDER  OTHER AGREEMENT.    A  default  or Event  of
          Default  by Customer or any Guarantor shall occur under the terms
          of any other  agreement, instrument or document  with or intended
          for the benefit of MLBFS, MLPF&S or any of their affiliates,  and
          any required notice shall have been given and required passage of
          time shall have elapsed.

          (e)  BANKRUPTCY,  ETC.    A  proceeding  under   any  bankruptcy,
          reorganization, arrangement, insolvency,  readjustment of debt or
          receivership law or  statute shall  be filed by  Customer or  any
          Guarantor, or any such proceeding shall be filed against Customer
          or any Guarantor and  shall not be dismissed or  withdrawn within
          60 days after filing, or Customer or  any Guarantor shall make an
          assignment  for  the benefit  of  creditors, or  Customer  or any
          Guarantor  shall become  insolvent or  generally fail to  pay, or
          admit  in writing its inability to pay,  its debts as they become
          due.

          (f)  MATERIAL  IMPAIRMENT.   Any  event shall  occur which  shall
          reasonably cause MLBFS to in good faith believe that the prospect
          of payment or performance  by Customer or any Guarantor  has been
          materially impaired.

          (g)  ACCELERATION OF  DEBT TO OTHER  CREDITORS.  Any  event shall
          occur  which results in the  acceleration of the  maturity of any
          indebtedness of $100,000.00 or more of  Customer or any Guarantor
          to another creditor under any indenture,  agreement, undertaking,
          or otherwise.

          (h)  SEIZURE  OR ABUSE  OF COLLATERAL.   The  Collateral, or  any
          material part thereof, shall be or become subject to any material
          abuse or misuse, or any levy, attachment, seizure or confiscation
          which is not released within 10 Business Days.

          9.   REMEDIES

          (a)  REMEDIES UPON DEFAULT.   Upon the occurrence and  during the
          continuance of any Event of Default, MLBFS may at its sole option
          do any one or more  or all of the following, at such  time and in
          such order as MLBFS may in its sole discretion choose: 

          (i)  TERMINATION.   MLBFS may  without notice terminate  the WCMA
          Line of Credit  and all obligations to  provide the WCMA  Line of
          Credit or  otherwise extend any credit  to or for the  benefit of
          Customer;  and upon any such termination  MLBFS shall be relieved
          of all such obligations.

          (ii) ACCELERATION.    MLBFS  may  declare the  principal  of  and
          interest on the WCMA  Loan Balance, and all other  Obligations to
          be forthwith due and payable, whereupon all such amounts shall be
          immediately  due and  payable,  without  presentment, demand  for
          payment,  protest  and notice  of  protest,  notice of  dishonor,
          notice of acceleration, notice  of intent to accelerate  or other
          notice  or formality  of  any  kind,  all  of  which  are  hereby
          expressly waived.

          (iii) EXERCISE RIGHTS OF  SECURED PARTY.  MLBFS may  exercise any
          or all of  the remedies of a secured  party under applicable law,
          including, but not  limited to, the  UCC, and any  or all of  its
          other  rights and  remedies  under this  Loan  Agreement and  the
          Additional Agreements.

          (iv) POSSESSION.    MLBFS  may   require  Customer  to  make  the
          Collateral and the records pertaining to the Collateral available
          to  MLBFS  at a  place designated  by  MLBFS which  is reasonably
          convenient,  or may  take possession  of the  Collateral and  the
          records  pertaining  to the  Collateral  without the  use  of any
          judicial process and without any prior notice to Customer.

          (v)  SALE.  MLBFS may sell any or all of the Collateral at public
          or  private  sale upon  such terms  and  conditions as  MLBFS may
          reasonably deem proper.  MLBFS may purchase any Collateral at any
          such public sale.  The net proceeds of any such public or private
          sale  and all  other amounts  actually collected  or received  by
          MLBFS  pursuant hereto,  after deducting  all costs  and expenses
          incurred at any time in the collection  of the Obligations and in
          the protection,  collection and sale  of the Collateral,  will be
          applied to  the payment  of the  Obligations, with  any remaining
          proceeds  paid  to  Customer  or  whoever else  may  be  entitled
          thereto, and  with Customer and each  Guarantor remaining jointly
          and severally liable  for any amount remaining unpaid  after such
          application.

          (vi) DELIVERY OF CASH, CHECKS, ETC.   MLBFS may require  Customer
          to forthwith upon receipt,  transmit and deliver to MLBFS  in the
          form received, all cash, checks, drafts and other instruments for
          the payment of money (properly  endorsed, where required, so that
          such items  may be collected  by MLBFS) which may  be received by
          Customer   at  any  time  in  full  or  partial  payment  of  any
          Collateral,  and require  that  Customer not  commingle any  such
          items which may be so received by Customer with any  other of its
          funds or property but instead hold them separate and apart and in
          trust for MLBFS until delivery is made to MLBFS.

          (vii) NOTIFICATION  OF ACCOUNT  DEBTORS.   MLBFS  may notify  any
          Account  Debtor  that  its  Account or  Chattel  Paper  has  been
          assigned  to MLBFS and direct such Account Debtor to make payment
          directly to MLBFS of all amounts due or becoming due with respect
          to such Account or  Chattel Paper; and MLBFS may  enforce payment
          and  collect, by legal proceedings  or otherwise, such Account or
          Chattel Paper.

          (viii) CONTROL  OF COLLATERAL.  MLBFS may  otherwise take control
          in any lawful  manner of any cash or noncash  items of payment or
          proceeds of Collateral and of  any rejected, returned, stopped in
          transit  or  repossessed goods  included  in  the Collateral  and
          endorse Customer's name  on any item of payment on or proceeds of
          the Collateral.

          (b)  SETOFF.   MLBFS  shall  have  the  further  right  upon  the
          occurrence and during the  continuance of an Event of  Default to
          set-off,  appropriate  and apply  toward  payment of  any  of the
          Obligations,  in such order of application as MLBFS may from time
          to  time and  at  any time  elect,  any cash,  credit,  deposits,
          accounts, securities and any other property  of Customer which is
          in transit to or in the possession, custody or control  of MLBFS,
          MLPF&S or any  agent, bailee,  or affiliate of  MLBFS or  MLPF&S,
          including,  without limitation,  the WCMA  Account and  any Money
          Accounts,  and  all cash  and  securities  therein or  controlled
          thereby, and all proceeds  thereof.  Customer hereby collaterally
          assigns  and  grants to  MLBFS a  security  interest in  all such
          property as additional Collateral.

          (c)  REMEDIES  ARE  SEVERABLE AND  CUMULATIVE.    All rights  and
          remedies  of MLBFS  herein  are severable  and cumulative  and in
          addition  to  all other  rights  and  remedies  available in  the
          Additional Agreements, at law  or in equity, and any  one or more
          of such  rights and remedies  may be exercised  simultaneously or
          successively.

          (d)  NOTICES.  To the fullest extent permitted by applicable law,
          Customer hereby irrevocably waives and releases MLBFS of and from
          any and all  liabilities and  penalties for failure  of MLBFS  to
          comply with any statutory or other requirement imposed upon MLBFS
          relating to notices of sale, holding  of sale or reporting of any
          sale,   and  Customer   waives  all   rights  of   redemption  or
          reinstatement from  any such  sale.   Any notices  required under
          applicable law shall be reasonably and properly given to Customer
          if  given  by any  of  the  methods provided  herein  at least  5
          Business Days prior to taking action.  MLBFS shall have the right
          to  postpone  or  adjourn  any   sale  or  other  disposition  of
          Collateral  at  any  time  without  giving  notice  of  any  such
          postponed or adjourned date.   In the  event MLBFS seeks to  take
          possession  of any  or all  of the  Collateral by  court process,
          Customer   further  irrevocably  waives  to  the  fullest  extent
          permitted  by law any bonds  and any surety  or security relating
          thereto  required by any statute,  court rule or  otherwise as an
          incident to such possession, and any demand for possession  prior
          to the commencement of any suit or action.

          10.  MISCELLANEOUS

          (a)  NON-WAIVER.   No failure or  delay on the  part of  MLBFS in
          exercising  any  right, power  or  remedy pursuant  to  this Loan
          Agreement  or any of the Additional Agreements shall operate as a
          waiver thereof, and  no single  or partial exercise  of any  such
          right,  power or  remedy  shall  preclude  any other  or  further
          exercise  thereof, or the exercise  of any other  right, power or
          remedy.    Neither  any waiver  of  any  provision  of this  Loan
          Agreement or any of the Additional Agreements, nor any consent to
          any departure  by Customer  therefrom, shall be  effective unless
          the  same shall be in writing and signed by MLBFS.  Any waiver of
          any provision of  this Loan  Agreement or any  of the  Additional
          Agreements  and any consent to any departure by Customer from the
          terms  of this Loan Agreement or any of the Additional Agreements
          shall  be effective  only in  the specific  instance and  for the
          specific purpose  for which given.  Except as otherwise expressly
          provided herein, no notice to or  demand on Customer shall in any
          case entitle Customer to any other or further notice or demand in
          similar or other circumstances.

          (b)  DISCLOSURE.  Customer and  each Guarantor hereby irrevocably
          authorizes MLBFS  and each  of its affiliates,  including without
          limitation MLPF&S, to  at any time  (whether or  not an Event  of
          Default  shall have  occurred) obtain from  and disclose  to each
          other any  and all financial and other information about Customer
          or any Guarantor.

          (c)  COMMUNICATIONS.    All   notices  and  other  communications
          required or permitted hereunder shall be in writing, and shall be
          either delivered personally, mailed by postage  prepaid certified
          mail or sent  by express overnight courier or by facsimile.  Such
          notices and communications  shall be  deemed to be  given on  the
          date  of  personal  delivery, facsimile  transmission  or  actual
          delivery of certified mail, or one Business Day after delivery to
          an express  overnight courier.   Unless otherwise specified  in a
          notice sent or  delivered in  accordance with  the terms  hereof,
          notices and other communications in writing shall be given to the
          parties hereto  at their  respective addresses set  forth at  the
          beginning  of this Loan Agreement,  or, in the  case of facsimile
          transmission,  to   the  parties  at  their   respective  regular
          facsimile telephone number.

          (d)  COSTS, EXPENSES AND TAXES.   Customer shall upon demand  pay
          or reimburse  MLBFS for: (i)  all Uniform Commercial  Code filing
          and search fees and expenses incurred by MLBFS in connection with
          the  verification, perfection  or  preservation of  MLBFS' rights
          hereunder  or in the Collateral  or any other  collateral for the
          Obligations; (ii) any and all stamp, transfer and other taxes and
          fees payable or determined  to be payable in connection  with the
          execution, delivery  and/or recording  of this Loan  Agreement or
          any of  the Additional Agreements; and (iii)  all reasonable fees
          and  out-of-pocket  expenses  (including,  but  not  limited  to,
          reasonable  fees and  expenses  of outside  counsel) incurred  by
          MLBFS in connection with  the preparation or enforcement  of this
          Loan  Agreement  or  any  of  the  Additional  Agreements or  the
          protection of MLBFS'  rights hereunder or thereunder,  excluding,
          however,  salaries  and  expenses   of  MLBFS'  employees.    The
          obligations of  Customer under  this paragraph shall  survive the
          expiration  or  termination  of   this  Loan  Agreement  and  the
          discharge of the other Obligations.

          (e)  RIGHT  TO PERFORM OBLIGATIONS.  If Customer shall fail to do
          any act  or thing which it  has covenanted to do  under this Loan
          Agreement or  any  representation  or  warranty on  the  part  of
          Customer  contained in  this  Loan Agreement  shall be  breached,
          MLBFS may, in its sole discretion, after 5 days written notice is
          sent  to Customer (or such lesser notice, including no notice, as
          is reasonable under the  circumstances), do the same or  cause it
          to be  done or remedy any  such breach, and may  expend its funds
          for such purpose.   Any and all reasonable amounts so expended by
          MLBFS shall be repayable  to MLBFS by Customer upon  demand, with
          interest  at  the  Interest  Rate  during  the  period  from  and
          including the date funds are so  expended by MLBFS to the date of
          repayment, and all such  amounts shall be additional Obligations.
          The  payment  or  performance  by  MLBFS  of  any  of  Customer's
          obligations  hereunder  shall   not  relieve  Customer   of  said
          obligations or of  the consequences  of having failed  to pay  or
          perform the same, and  shall not waive or be deemed a cure of any
          Event of Default.

          (f)  LATE  CHARGE.  Any payment  required to be  made by Customer
          pursuant  to this Loan  Agreement not paid within  10 days of the
          applicable due  date shall  be  subject to  a late  charge in  an
          amount  equal to the lesser of: (i)  5% of the overdue amount, or
          (ii) the maximum amount  permitted by applicable law.   Such late
          charge shall be payable on demand, or, without demand, may in the
          sole discretion of MLBFS be paid by a WCMA Loan  and added to the
          WCMA  Loan  Balance in  the same  manner  as provided  herein for
          accrued interest.

          (g)  FURTHER ASSURANCES.  Customer agrees to do such further acts
          and  things and to execute  and deliver to  MLBFS such additional
          agreements,  instruments and  documents  as MLBFS  may reasonably
          require or deem advisable to effectuate the purposes of this Loan
          Agreement  or any  the  Additional Agreements,  or to  establish,
          perfect and maintain MLBFS' security interests and liens upon the
          Collateral,  including,  but  not   limited  to:  (i)   executing
          financing statements or amendments thereto when and as reasonably
          requested by MLBFS;  and (ii)  if in the  reasonable judgment  of
          MLBFS  it is  required by  local law,  causing the  owners and/or
          mortgagees  of the real property  on which any  Collateral may be
          located to execute and deliver to MLBFS waivers or subordinations
          reasonably satisfactory  to MLBFS with  respect to any  rights in
          such Collateral.

          (h)  BINDING  EFFECT.   This  Loan Agreement  and the  Additional
          Agreements  shall be binding upon, and shall inure to the benefit
          of MLBFS,  Customer and their respective  successors and assigns.
          Customer shall not  assign any of its  rights or delegate any  of
          its   obligations  under  this  Loan  Agreement  or  any  of  the
          Additional Agreements without the prior written consent of MLBFS.
          Unless  otherwise expressly  agreed  to in  a  writing signed  by
          MLBFS, no such consent shall in any event relieve Customer of any
          of its obligations  under this Loan  Agreement or the  Additional
          Agreements.

          (i)  HEADINGS.   Captions and  section and paragraph  headings in
          this Loan Agreement are inserted only as a matter of convenience,
          and shall not affect the interpretation hereof.

          (j)  GOVERNING LAW.   This Loan Agreement,  and, unless otherwise
          expressly provided  therein, each  of the  Additional Agreements,
          shall be governed  in all respects  by the laws  of the State  of
          Illinois.

          (k)  SEVERABILITY  OF  PROVISIONS.     Whenever  possible,   each
          provision of  this Loan  Agreement and the  Additional Agreements
          shall  be interpreted in such manner as to be effective and valid
          under  applicable law.  Any  provision of this  Loan Agreement or
          any  of   the  Additional  Agreements  which   is  prohibited  or
          unenforceable in any jurisdiction shall, as to such jurisdiction,
          be  ineffective  only  to  the  extent  of  such  prohibition  or
          unenforceability without invalidating the remaining provisions of
          this Loan  Agreement and  the Additional Agreements  or affecting
          the validity or  enforceability of  such provision  in any  other
          jurisdiction.

          (l)  TERM.   This Loan  Agreement shall  become effective on  the
          date accepted by MLBFS  at its office in Chicago,  Illinois, and,
          subject to the  terms hereof,  shall continue in  effect so  long
          thereafter as the WCMA Line of Credit shall be in effect or there
          shall be any Obligations outstanding.

          (m)  INTEGRATION.    THIS   LOAN  AGREEMENT,  TOGETHER  WITH  THE
          ADDITIONAL AGREEMENTS,  CONSTITUTES THE ENTIRE  UNDERSTANDING AND
          REPRESENTS  THE FULL AND FINAL AGREEMENT BETWEEN THE PARTIES WITH
          RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED
          BY EVIDENCE OF PRIOR WRITTEN AGREEMENTS OR PRIOR, CONTEMPORANEOUS
          OR  SUBSEQUENT  ORAL AGREEMENTS  OF THE  PARTIES.   THERE  ARE NO
          UNWRITTEN ORAL  AGREEMENTS OF THE PARTIES.   Without limiting the
          foregoing,  Customer  acknowledges  that:   (i)  no  promise   or
          commitment has been made to  it by MLBFS, MLPF&S or any  of their
          respective  employees, agents  or representatives  to extend  the
          availability of  the WCMA Line of  Credit or the due  date of the
          WCMA Loan  Balance  beyond  the  current  Maturity  Date,  or  to
          increase the Maximum WCMA Line of Credit, or otherwise extend any
          other  credit to Customer or  any other party;  (ii) no purported
          extension of the Maturity Date, increase in the Maximum WCMA Line
          of  Credit or other extension or agreement to extend credit shall
          be  valid  or binding  unless expressly  set  forth in  a written
          instrument  signed  by  MLBFS;  and  (iii)  except  as  otherwise
          expressly  provided herein,  this Loan  Agreement supersedes  and
          replaces any  and all proposals,  letters of intent  and approval
          and  commitment letters  from MLBFS  to  Customer, none  of which
          shall be  considered an  Additional Agreement.   No amendment  or
          modification  of   this  Agreement  or  any   of  the  Additional
          Agreements to which Customer is a party shall be effective unless
          in a writing signed by both MLBFS and Customer.

          (n)  JURISDICTION;  WAIVER.  CUSTOMER ACKNOWLEDGES THAT THIS LOAN
          AGREEMENT IS BEING ACCEPTED BY MLBFS  IN PARTIAL CONSIDERATION OF
          MLBFS'  RIGHT AND OPTION, IN ITS SOLE DISCRETION, TO ENFORCE THIS
          LOAN  AGREEMENT AND THE ADDITIONAL AGREEMENTS IN EITHER THE STATE
          OF  ILLINOIS OR IN ANY  OTHER JURISDICTION WHERE  CUSTOMER OR ANY
          COLLATERAL FOR THE OBLIGATIONS MAY BE LOCATED.  CUSTOMER CONSENTS
          TO JURISDICTION IN  THE STATE OF ILLINOIS AND  VENUE IN ANY STATE
          OR  FEDERAL COURT  IN THE COUNTY  OF COOK FOR  SUCH PURPOSES, AND
          CUSTOMER WAIVES ANY AND  ALL RIGHTS TO CONTEST SAID  JURISDICTION
          AND  VENUE.  CUSTOMER FURTHER  WAIVES ANY RIGHTS  TO COMMENCE ANY
          ACTION  AGAINST MLBFS IN ANY JURISDICTION EXCEPT IN THE COUNTY OF
          COOK  AND  STATE OF  ILLINOIS.   MLBFS  AND CUSTOMER  HEREBY EACH
          EXPRESSLY WAIVE  ANY AND ALL  RIGHTS TO  A TRIAL BY  JURY IN  ANY
          ACTION,  PROCEEDING  OR COUNTERCLAIM  BROUGHT  BY  EITHER OF  THE
          PARTIES  AGAINST  THE OTHER  PARTY  WITH  RESPECT TO  ANY  MATTER
          RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WCMA
          LINE OF  CREDIT, THIS  LOAN AGREEMENT, ANY  ADDITIONAL AGREEMENTS
          AND/OR  ANY OF THE TRANSACTIONS  WHICH ARE THE  SUBJECT MATTER OF
          THIS LOAN AGREEMENT. 

          IN WITNESS WHEREOF, this  Loan Agreement has been executed  as of
          the day and year first above written.

          AMERICAN ECO/SP CORPORATION




          By: /s/ Michael E. McGinnis
              ------------------------------------------------
               Signature(1)            Signature(2)


           Michael E. McGinnis
          ----------------------------------------------------
               Printed Name            Printed Name


           President                                    
          ----------------------------------------------------
               Title             Title




          Accepted at Chicago, Illinois:
          MERRILL LYNCH BUSINESS FINANCIAL
          SERVICES INC.


          By: /s/  [illegible]
              -------------------------------