Exhibit 10.13.2


September 15, 1998


Mr. Bruce D. Tobecksen
Senior Vice President and
  Chief Financial Officer
American Eco Corporation
11011 Jones Road
Houston, Texas 77070

Dear Bruce:

     In connection  with the  appointment  of Frank J. Fradella as President and
Chief  Operating  Officer of  American  Eco  Corporation  (the  "Company"),  Mr.
Fradella desires to retain the services of his own management team to assist him
in managing the business and affairs of the Company.  Accordingly,  the Board of
Directors of the Company is hereby  notifying you that your  employment with the
Company will be terminated  without cause effective as provided for in Section 1
herein.  Notwithstanding  such termination,  the Company intends to honor all of
its obligations to you pursuant to the Employment Agreement, dated as of January
1, 1998 (the "Employment Agreement"), by and between the Company and you.

     This letter is intended to set forth our mutual  understanding with respect
to the termination of your employment and the settlement and discharge of all of
our respective rights and obligations in connection therewith.

     1. Termination of Employment.  You and the Company mutually and irrevocably
agree  that  your  employment  with  the  Company  and  each  of  the  Company's
subsidiaries  will terminate  effective as of the close of business on September
25, 1998 (the "Termination  Date").  Effective on the Termination Date, you will
resign as an officer of the Company and each of the Company's subsidiaries.

     2.  Termination  of  Employment  Agreement.  Except as  otherwise  provided
herein,  effective on the  Termination  Date,  the  Employment  Agreement  shall
terminate and be of no further  force or effect.  You hereby  acknowledge  that,
from and after the Termination Date, the Company will have no obligation to you,
monetarily  or  otherwise,  arising  out of,  or  relating  to,  the  Employment
Agreement.

     3. Severance  Payments.  Within fifteen (15) days following the Termination
Date, the Company shall pay to you the following amounts:



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Mr. Bruce D. Tobecksen                   -2-                  September 15, 1998


          (a) Your  regular  salary at the rate of Two  Hundred  Fifty  Thousand
     Dollars ($250,000) per annum, less applicable payroll  deductions,  for all
     services rendered through and including the Termination Date, in accordance
     with prevailing Company payroll practices.

          (b) A lump sum in the amount of Seven Hundred Fifty  Thousand  Dollars
     ($750,000), less applicable payroll deductions.

     You  acknowledge  and  agree  that  neither  the  Company  nor any  Company
subsidiary owes you any wages,  commissions,  bonuses,  vacation pay,  severance
pay,  expenses  or  other  compensation  or  payments  of any  kind  or  nature,
including, without limitation,  pursuant to the Employment Agreement, other than
as provided in this Agreement.

     4. Stock  Options.  The stock  options  granted to you for the  purchase of
50,000  common  shares of the Company  will be treated as fully vested as of the
Termination  Date.  At any time  during  the  period  of one (1) year  after the
Termination Date (the "Exercise Period") you will be entitled to exercise any or
all such stock  options,  such exercise to be in  accordance  with the terms and
conditions  of any stock  option  agreements  in effect  during such period with
respect to such stock options.  After the end of the Exercise Period any options
not exercised shall terminate and be of no further effect.

     5. Benefits.  Following the Termination  Date you and, if applicable,  your
wife and  children  shall be  entitled  to the  following  benefits  through the
earlier of (i) December 31, 2000, and (ii) the date on which you become eligible
for comparable benefits by virtue of subsequent employment:

          (a) Life Insurance.  Subject to your  qualification  under normal life
     insurance underwriting standards as of any policy renewal date, the Company
     shall continue to provide,  at the Company's expense, a term life insurance
     policy on your life in the face amount equal to $1,000,000. The proceeds of
     such policy shall be payable to your estate.

          (b) Benefit Plans. You will be entitled, to the same extent and on the
     same terms as while you were employed by the Company, to participate in any
     plan or arrangement  made available by the Company to its senior  executive
     officers,  including any hospitalization,  medical,  dental or pension plan
     (subject to the general  terms and  conditions  of such  plans).  Following
     December 31,  2000,  you will be entitled to any rights  guaranteed  by the
     Consolidated Omnibus Budget  Reconciliation Act of 1985 ("COBRA").  Premium
     and other  payment  required  for any  further  continued  health or dental
     insurance   coverage,   in  accordance  with  COBRA,  shall  be  your  sole
     responsibility.


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Mr. Bruce D. Tobecksen                 -3-                    September 15, 1998



          (c)  Automobile  Allowance.  You shall be paid a car allowance of $750
     per month  payable on the first day of each  month,  and the  Company  will
     reimburse  you  for all  actual  expenses  associated  with  operating  and
     maintaining  the vehicle.  You shall submit  receipts or other  evidence of
     such  expenditures and the Company shall pay these amounts to you within 30
     days of receipt of such documentation.

     6. Release of all Claims.  In  consideration  of this  Agreement and of the
monies paid and  benefits  provided to you pursuant to this  Agreement,  and for
other  good  and  valuable   consideration   the  receipt  of  which  is  hereby
acknowledged,  you hereby release and forever  discharge the Company and each of
the   Company's   current,   former,   and  future   controlling   shareholders,
subsidiaries,  affiliates,  related companies,  divisions,  directors, officers,
employees,  agents,  attorneys,  successors and assigns (and the current, former
and future shareholders,  directors,  officers, employees, agents, and attorneys
of such controlling shareholders,  subsidiaries,  affiliates,  related companies
and divisions), and all persons acting by, through, under or in concert with any
of  them  (the  Company  and  the  foregoing  other  persons  and  entities  are
hereinafter  defined  separately and collectively as the "Releasees"),  from all
actions,  causes of action,  suits, debts, sums of money,  accounts,  covenants,
contracts,   agreements,  promises,  damages,  judgments,  claims,  and  demands
whatsoever,  whether known or unknown,  in law or equity,  whether  statutory or
common law,  whether federal,  state,  local, or otherwise,  including,  but not
limited  to,  any  claims  relating  to, or  arising  out of any  aspect of your
employment with the Company or any Company subsidiary,  any agreement concerning
such  employment,  or the  termination of such  employment,  including,  but not
limited to:

          (a) any and all claims of wrongful  discharge  or breach of  contract,
     any and all claims for equitable estoppel,  any and all claims for employee
     benefits,  including,  but not  limited  to, any and all  claims  under the
     Employee  Retirement  Income Security Act of 1974, as amended,  and any and
     all claims of employment  discrimination on any basis,  including,  but not
     limited to, any and all claims  under Title VII of the Civil  Rights Act of
     1964, as amended,  under the Age  Discrimination in Employment Act of 1967,
     as amended,  under the Civil Rights Act of 1866, 42 U.S.C.  ss. 1981, under
     the  Civil  Rights  Act of 1991,  as  amended,  under  the  Americans  With
     Disabilities  Act of 1990,  as amended,  under the Family and Medical Leave
     Act of 1993,  under the  Immigration  Reform and Control  Act of 1986,  and
     under the applicable Texas Statutes;

          (b) any and all claims under any other federal,  state, or local labor
     law, civil rights law, fair employment practices law, or human rights law;

          (c) any and all claims of  slander,  libel,  defamation,  invasion  of
     privacy,   intentional  or  negligent  infliction  of  emotional  distress,
     intentional or negligent  misrepresentation,  fraud,  and prima facie tort;
     and


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Mr. Bruce D. Tobecksen                 -4-                    September 15, 1998



          (d) any and all  claims  for  monetary  recovery,  including,  but not
     limited to, back pay,  front pay,  liquidated,  compensatory,  and punitive
     damages, and attorneys' fees, experts' fees, disbursements, and costs,

which  against the  Releasees,  or any of them,  you or your  respective  heirs,
executors,  administrators,  successors  and  assigns  ever had,  now  have,  or
hereafter  shall or may have,  for,  upon or by reason  of,  any matter or cause
whatsoever from the beginning of the world to the date of your execution of this
Agreement.

     7.  Covenant  Not to Sue.  You  represent  and warrant  that you have never
commenced or filed,  and covenant and agree never to commence,  file, aid, or in
any way prosecute or cause to be commenced or prosecuted  against the Releasees,
or any of them,  any action,  charge,  complaint  or other  proceeding,  whether
administrative,  judicial, legislative or otherwise,  including, but not limited
to, any action or proceeding for attorneys' fees,  experts' fees,  disbursements
or costs  based upon or seeking  relief on account of actions or failures to act
by the  Releasees,  or any of them,  which may have  occurred or failed to occur
before your execution of this Agreement.

     8.  Confidentiality;  Injunctive Relief. You acknowledge and agree that the
terms  of,  and  obligations  imposed  on you  by,  Sections  2.2 and 2.3 of the
Employment Agreement (titled "Confidential Information" and "Injunctive Relief")
will, by their terms, survive the termination of the Employment  Agreement,  and
are in no way diminished by this Agreement.

     9. Return of Company  Property.  You  represent  and warrant  that you have
returned to the Company any and all documents,  software,  equipment (including,
but not limited to, computers and computer-related items), Company credit cards,
and all other materials or other things in your possession,  custody, or control
which are the property of the Company, including, but not limited to any Company
identification,  keys, and the like, or which relate in any way to the business,
products,  research or business plans of the Company, and all other Confidential
Information  of the  Company  (as  defined in Section  2.2(a) of the  Employment
Agreement), wherever such items may have been located; as well as all copies (in
whatever form thereof) of all materials relating to your employment, or obtained
or created in the course of your  employment,  with the Company or the Company's
subsidiaries.

     10. Indemnity. You agree to indemnify and hold harmless each and all of the
Releasees from and against any and all loss, cost, damage or expense, including,
but not limited to, attorneys' fees, incurred by the Releasees,  or any of them,
arising  out of any  breach  by you of this  Agreement,  or the  fact  that  any
representation made by you in this Agreement was false when made.



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Mr. Bruce D. Tobecksen                 -5-                    September 15, 1998


     11. No Admission of Liability.  The parties  hereto  acknowledge  that this
Agreement  is being  executed  in order to settle  and  forever  set at rest all
controversies  of  whatsoever  nature  which may  exist  among  the  parties  in
connection with your  employment by the Company and the Company's  subsidiaries,
and that neither this Agreement nor the releases  contained herein constitute an
acknowledgment  or  admission  of  liability in any way on the part of any party
hereto or its successors, assigns, agents, officers, directors or employees, all
of whom expressly deny any liability for any and all claims of whatever nature.

     12. Entire Agreement.  Except as otherwise provided herein,  this Agreement
sets forth the entire agreement between the parties hereto, terminates and fully
supersedes any and all prior  agreements or  understandings  between the parties
(including,  without  limitation,  the  Employment  Agreement),  and  may not be
modified  orally.  Should  any  provision  of  this  Agreement  be  declared  or
determined  by a court to be illegal or invalid,  the validity of the  remaining
provisions shall not be affected  thereby and said illegal or invalid  provision
shall be deemed not to be a part of this Agreement.

     13.  Applicable Law. This Agreement is made in the State of Texas and shall
be interpreted,  construed, and enforced pursuant to the substantive laws of the
State of Texas, without giving effect to its choice of law provisions.

     If the foregoing correctly sets forth your understanding and agreement with
respect to the matters  addressed  herein,  please execute a counterpart of this
letter.

                                           Very truly yours,
                                     
                                           AMERICAN ECO CORPORATION
                                     
                                     
                                     
                                          By: /s/ Michael E. McGinnis
                                             ---------------------------
                                              Michael E. McGinnis
                                              Chairman
                                              Board of Directors
                                     
Accepted and agreed to as of
the  15th  day of September, 1998


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