Exhibit 10.1

                                    AGREEMENT

     This AGREEMENT (the "Agreement") is effective as of December 1, 1997 by and
between American Eco Corporation, an Ontario, Canada corporation whose principal
executive  offices  are  in  Houston,   Texas  (the  "Company"),   and  Windrush
Corporation,  an Ontario Company,  whose principal  office is 18444  Centreville
Creek Road, Caledon East, Ontario, Canada LON IEO. (the "Consultant").

                                 R E C I T A L S

     The Consultant has directed its President,  ("the Management  Designee") to
serve as Vice-Chairman and/or President & CEO of the Company,  since the initial
engagement of the Consultant in January of 1992.

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

     Both the Company and the Consultant & its Management Designee recognize the
increased risk of litigation and other claims being  asserted  against  officers
and directors of companies in today's environment.

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

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

     In  recognition  of the  Consultant & its  Management  Designee's  need for
substantial  protection  against  personal  liability  to enhance and induce the
Consultant & its Management  Designee's  continued  service to the Company in an
effective manner and the Consultant & its Management  Designee's reliance on the
Bylaws,  and in part to provide the  Consultant & its  Management  Designee with
specific  contractual  assurance that the protection promised by the Bylaws will
be available to the Consultant & its Management  Designee  (regardless of, among
other things,  any amendment to or revocation of the Bylaws or any change in the
composition  of the  Company's  Board of  Directors or  acquisition  transaction
relating to the Company),  the Company  wishes to provide in this  Agreement for
the continuing Engagement of the Consultant & its Management Designee and the

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indemnification  of, and the  advancing  of expenses  to, the  Consultant  & its
Management  Designee to the full extent (whether partial or complete)  permitted
by law and as set forth in this  Agreement,  and,  to the  extent  insurance  is
maintained,  for the coverage of the Consultant & its Management  Designee under
the Company's directors' and officers' liability insurance policies.

     The Company wishes to assure itself of the services of the Consultant & its
Management Designee for the period provided in this Agreement and the Consultant
& its  Management  Designee  wishes  to serve in the  Company  on the  terms and
conditions hereinafter provided.

                                A G R E E M E N T

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained,  the Company and the  Consultant  & its  Management  Designee
hereby agree as follows:

                                    ARTICLE 1

                                   Engagement

     1.1 Engagement.  The Company hereby employs the Consultant & its Management
Designee and the Consultant & its Management  Designee hereby accepts Engagement
by the Company  for the period and upon the terms and  conditions  contained  in
this Agreement.

     1.2 Office and Duties.

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

          (b) Commitment.  Throughout the term of this Agreement, the Consultant
     & its  Management  Designee shall  faithfully  and  diligently  further the
     business  and  interests  of the  Company.  Subject to the  foregoing,  the
     Consultant & its Management  Designee may serve,  or continue to serve,  on
     the boards of directors  of, and hold any other  offices or  positions  in,
     companies or organizations that are disclosed to the Board of Directors and
     that will not  materially  affect the  performance  of the Consultant & its
     Management Designee's duties pursuant to this Agreement.

     1.3 Term. The term of this Agreement shall commence on December 1, 1997 and
shall end on the fifth  anniversary  of the date on which the Board of Directors
of the Company notifies the Consultant & its Management  Designee that the Board
of Directors has determined to discontinue the automatic daily extension of this
Agreement  (the  period of time  between  the  commencement  and the end of this
Agreement is referred to herein as the Term).

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     1.4 Compensation.

          (a) Base Fee. The Company  shall pay the  Consultant & its  Management
     Designee as compensation an aggregate fee (the "Base Fee") of USD$9,000 per
     month plus  applicable  taxes during the Term,  or such  greater  amount as
     shall be approved by the  Compensation  Committee of the Company's Board of
     Directors.  The  Compensation  Committee  shall review any increases in the
     Consultant & its Management Designee's Base Fee at least annually.

          (b) Additional Compensation. Each year during the Term, the Consultant
     & its Management  Designee shall be eligible to receive  additional fees as
     negotiated on a project-by-project basis for acquisitions and financings.

          (c) Stock Options.  The Consultant or its Management Designee shall be
     eligible to receive grants of stock options pursuant to the Company's Stock
     Option Plan, as amended May 7, 1997, and as amended  hereafter,  in amounts
     (if any) and on terms and  conditions to be determined by the  Compensation
     Committee of the Company's Board of Directors.

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

          (e)  Vacations.  During the Term and in  accordance  with the  regular
     policies of the Company,  the  Consultant's  Management  Designee  shall be
     entitled  to the  number  of  paid  vacation  days in  each  calendar  year
     determined  by the  Company  from  time to time  for its  senior  executive
     officers, but not less than four weeks in any calendar year.

          (e) Benefits  Not in Lieu of  Compensation.  No benefit or  perquisite
     provided to the Consultant or its Management Designee shall be deemed to be
     in lieu of Base Fee, Additional Compensation, or other compensation.

     1.5 Termination.

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

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

          (c) Without  Cause.  During the Term,  the Company may  terminate  the
     Consultant & its Management Designee's Engagement Without Cause, subject to
     the  provisions  of  subsection  1.6(d)  (Termination  Without Cause or for
     Company  Breach).  Termination  Without Cause shall mean termination of the
     Consultant & its Management Designee's Engagement by the Company other than
     termination for Cause or for Disability.

          (d) Company  Breach.  The  Consultant  & its  Management  Designee may
     terminate their  Engagement  hereunder for Company Breach.  For purposes of
     this Agreement, Company Breach shall mean:

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

               (ii) a reduction in the  Consultant & its  Management  Designee's
          Base Fee as in effect on the date of this Agreement or as the same may
          be increased from time to time;

               (iii) a relocation of the Company's principal corporate executive
          offices to any other than Toronto, Ontario requiring the Consultant or
          its  Management  Designee  to be based  anywhere  other than  Toronto,
          Ontario,  Canada, except for required travel on the Company's business
          to an extent substantially

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          consistent with Consultant's  Management  Designee's  present business
          travel  obligations,  or, in the event the Consultant & its Management
          Designee consents to any relocation, the failure by the Company (a) to
          retain a real estate broker, at the Company's  expense,  and otherwise
          assist  the  Consultant  & its  Management  Designee  in  selling  the
          Consultant's & its Management  Designee's principal residence,  (b) to
          pay (or reimburse the  Consultant & its  Management  Designee) for all
          reasonable moving expenses incurred by them relating to a change of in
          their  principal  residence in connection with such relocation and (c)
          to indemnify the Consultant & its Management Designee against any loss
          (defined  as the  difference  between  the  actual  sale price of such
          residence  and the higher of (1) their  aggregate  investment  in such
          residence or (2) the fair market value of such residence as determined
          by a  real  estate  appraiser  designated  by  the  Consultant  &  its
          Management  Designee  and  reasonably  satisfactory  to  the  Company)
          realized on the sale of the  Consultant's & its Management  Designee's
          principal residence in connection with any such change of residence;

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

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

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

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

          (e) Change in Control.  The Consultant & its  Management  Designee may
     terminate  their  Engagement  hereunder  within  12  months  of a Change in
     Control (defined below):

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

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

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

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

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

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


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

          (f)  Without  Good  Reason.  During  the Term,  the  Consultant  & its
     Management  Designee may terminate  their  Engagement  Without Good Reason.
     Termination  "Without Good Reason" shall mean termination of the Consultant
     & its Management  Designee's  Engagement by the Consultant & its Management
     Designee  other than  termination  for  Company  Breach or as a result of a
     Change in Control.

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

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

     1.6 Compensation During Disability or Upon Termination.

          (a) During  Disability.  During any period that the  Consultant  & its
     Management  Designee  fails to perform  their duties  hereunder  because of
     Disability, they shall continue to receive their full Base Fee and benefits
     pursuant to Section 1.4 (Compensation) until the Date of Termination.

          (b)  Termination  for  Disability.  If the Company shall terminate the
     Consultant & its Management Designee's Engagement for Disability,  then the
     Company  shall have no further  obligation  to make any payment  under this
     Agreement which has not already become payable,  but has not yet been paid,
     excepting  that  any  stock  options  granted  to  the  Consultant  or  its
     Management  Designee,  shall  remain  in force  for a period  of 12  months
     following such termination.

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

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          (d) Termination  Without Cause or for Company  Breach.  If the Company
     shall  terminate  the  Consultant & its  Management  Designee's  Engagement
     Without  Cause  or if  the  Consultant  &  its  Management  Designee  shall
     terminate their  Engagement for Company Breach,  then the Company shall pay
     to the Consultant & its Management Designee, as severance pay in a lump sum
     no later than the 15th day following the Date of  Termination,  any payment
     of Base Fee (at the rate in effect as of the Date of  Termination)  but has
     not yet been paid, through the Date of Termination.

          If the Consultant & its Management  Designee terminates his Engagement
     for  Company   Breach  based  upon  a  reduction  by  the  Company  of  the
     Consultant's  & its  Management  Designee's  Base Fee, then for purposes of
     this Section 1.6(d) (Termination  Without Cause or for Company Breach), the
     Consultant's  & its  Management  Designee's  Base  Fee  as of the  Date  of
     Termination  shall  be  deemed  to be  the  Consultant's  & its  Management
     Designee's Base Fee immediately  prior to the reduction that the Consultant
     & its Management Designee claims as grounds for Company Breach.

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

          (f) No Mitigation.  The Consultant & its Management Designee shall not
     be  required to mitigate  the amount of any  payment  provided  for in this
     Section 1.6 (Compensation During Disability or Upon Termination) by seeking
     other Engagement's or otherwise.

     1.7  Death  of  Consultant's   Management  Designee.  If  the  Consultant's
Management  Designee  dies prior to the  expiration of this  Agreement,  and the
Company  is  unwilling  to  accept an  alternative  Management  Designee  of the
Consultant's, the obligations under this Agreement shall automatically terminate
and all compensation to which the Consultant's Management Designee is or

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would have been entitled hereunder  (including without limitation under Sections
1.4(a)  (Base  Fee),  shall  terminate  as of the end of the  month in which the
Consultant & its Management Designee's death occurs; provided, however, that (i)
the Company shall pay to the Consultant's  Management  Designee's estate, within
30 days,  an amount  equal to 6 times the  monthly  Base Fee;  (ii)  extend  the
benefits to the Consultant's  Management  Designee's  estate pursuant to Section
1.4(c) hereof for a period of 12 months  following such  termination;  and (iii)
such  reimbursement  as may have  been due to the  Consultant  & its  Management
Designee pursuant to Section 1.4(b) (Additional Compensation) hereof.


                                    ARTICLE 2

                       Non-Competition and Confidentiality

     2.1 Non-Competition.

          (a) Description of Proscribed Actions. Throughout the Consultant & its
     Management  Designee's  Engagement  during the term of this  Agreement and,
     unless the within Agreement is not mutually renewed at the end of its term,
     or unless the  within  Agreement  terminates  pursuant  to  Section  1.5(a)
     (Disability),  Section 1.5(c)  (Without  Cause),  Section  1.5(d)  (Company
     Breach),  or Section  1.5(c)  (Change in Control),  for a period of two (2)
     years after the  termination of the Consultant & its Management  Designee's
     Engagement,  in  consideration  for the  Company's  obligations  hereunder,
     including without limitation the Company's  disclosure (pursuant to Section
     2.2(b)  (Obligation of The Company) below) of Confidential  Information and
     the  Company's  agreement to  indemnify  the  Consultant  & its  Management
     Designee (pursuant to Article 3 (Indemnification) hereof), the Consultant &
     its Management Designee shall not:

               (i)  directly  or  indirectly,  manage,  operate,  control  or be
          employed by, or render  services or advice to, any Competing  Business
          (as defined in Section  2.1(d)  below);  provided,  however,  that the
          Consultant & its  Management  Designee may invest in the securities of
          any enterprise (but without otherwise  participating in the activities
          of such  enterprise) if (x) such securities are listed on any national
          or regional  securities exchange of have been registered under Section
          12(g) of the Securities  Exchange Act of 1934 and (y) the Consultant &
          its  Management  Designee does not  beneficially  own (as defined Rule
          13d-3 promulgated under the Securities Exchange Act of 1934) in excess
          of  ten-percent  10%  of  the   outstanding   capital  stock  of  such
          enterprise;

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

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

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

          (d)  Competing   Business.   "Competing   Business"   shall  mean  any
     individual,   business,   firm,   company,   partnership,   joint  venture,
     organization,  or other entity engaged in industrial  support  services and
     specialty fabrication business in any domestic or international market area
     in which the  Company or any of its  Affiliates  does  business at any time
     during the  Consultant  & its  Management  Designee's  Engagement  with the
     Company.  The Company hereby  acknowledges and agrees that the Consultant's
     current  Management  Designee's  responsibilities  as  Chairman & CEO of an
     industrial  environmental  services  company  does  not  conflict  with the
     definition of a Competing Business.

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

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

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

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

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

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

               (iv) is designated as Confidential  Information by the Company or
          from all the relevant  circumstances  should  reasonably be assumed by
          the Consultant & its  Management  Designee to be  confidential  to the
          Company.

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

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

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

     2.3  Injunctive  Relief.   Because  of  the  Consultant  &  its  Management
Designee's  experience  and  reputation  in the  industries in which the Company
operates, and because of the unique nature

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<PAGE>


of the  Confidential  Information,  the  Consultant  & its  Management  Designee
acknowledges,  understands and agrees that the Company will suffer immediate and
irreparable  harm if the  Consultant & its  Management  Designee falls to comply
with   any  of  his   obligations   under   Article   2   (Non-Competition   and
Confidentiality) of this Agreement, and that monetary damages will be inadequate
to compensate  the Company for such breach.  Accordingly,  the  Consultant & its
Management  Designee  agrees  that the Company  shall,  in addition to any other
remedies  available to it at law or in equity,  be entitled to injunctive relief
to enforce the terms of Article 2 (Non-Competition and Confidentiality), without
the necessity of proving inadequacy of legal remedies or irreparable harm.

                                    ARTICLE 3

                                 Indemnification

     3.1 Basic Indemnification Arrangement.

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

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

          (c)  Liability  Insurance.  During  the Term,  the  Company  agrees to
     continue on the Consultant's & its Management Designee's behalf,  directors
     and officers  insurance or any other indemnity policy presently  carried on
     behalf of the Consultant & its Management

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<PAGE>


     Designee,  and further  agrees to supplement  any such  existing  policy to
     cover all actions  taken by the  Consultant  & its  Management  Designee in
     connection with their Engagement by the Company.

                                    ARTICLE 4

                                  Miscellaneous

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

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

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

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

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<PAGE>



(Consultant & its Management  Designee's  Sole Remedy)  against the Consultant &
its Management Designee.

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

         If to the Consultant & its Management Designee:

         Windrush Corporation
         18444 Centreville Creek Road
         Caledon East, Ontario, Canada LON I EO Attn: J. C. Pennie, President

         If to the Company:

         American Eco Corporation
         Ste. 200, 154 University Avenue
         Toronto, Ontario, Canada M5H 3Y9
         Attn: President and CEO

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

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

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

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

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

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<PAGE>


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

          (a) Arbitrators.  The arbitration shall be heard and determined by one
     arbitrator,  who shall be  impartial  and who shall be  selected  by mutual
     agreement of the parties;  provided,  however, that if the dispute involves
     more than Cdn$1,000,000, then the arbitration shall be heard and determined
     by three  (3)  arbitrators.  If three  (3)  arbitrators  are  necessary  as
     provided  above,  then (i) each side  shall  appoint an  arbitrator  of its
     choice within thirty (30) days of the submission of a notice of arbitration
     and (ii) the party-appointed  arbitrators shall in turn appoint a presiding
     arbitrator  of  the  tribunal   within  thirty  (30)  days   following  the
     appointment  of the last  party-appointed  arbitrator.  All  decisions  and
     awards by the arbitration tribunal shall be made by majority vote.

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

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

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

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

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

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

               (vi) The decision of the arbitrators shall be reduced to writing;
          final and binding without the right of appeal;  the sole and exclusive
          remedy  regarding  any  claims,  counterclaims,  issues or  accounting
          presented to the arbitrators;  made and promptly paid in United States
          dollars  free  of any  deduction  or  offset;  and any  costs  or fees
          incident to

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<PAGE>



          enforcing the award shall, to the maximum extent  permitted by law, be
          charged against the party resisting such enforcement;

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

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

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

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

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

     4.14  Contribution.  If  the  indemnity  contained  in  this  Agreement  is
unavailable or  insufficient  to hold the  Consultant & its Management  Designee
harmless  in a Claim  for an  Indemnifiable  Event,  then  separate  from and in
addition to the indemnity provided elsewhere herein,

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<PAGE>



the Company  shall  contribute  to  Expenses,  judgments,  penalties,  fines and
amounts paid in settlement  actually and reasonably  incurred by or on behalf of
the Consultant & its Management  Designee in connection  with such Claim in such
proportion  as  appropriately  reflects the relative  benefits  received by, and
fault  of,  the  Company  on the one hand and the  Consultant  & its  Management
Designee  on the other in the acts,  transactions  or matters to which the Claim
relates and other equitable considerations.

     4.15  This  Agreement  supersedes  and  rescinds  any  existing  Engagement
contracts now in effect  between the Company and the Consultant & its Management
Designee.

                                  * * * * * * *

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

                                        AMERICAN ECO CORPORATION


                               By:  /s/ Michael E. McGinnis 
                                    -------------------------------------------
                                    Michael E. McGinnis, President & CEO


                                        WINDRUSH CORPORATION


                               By:  /s/ J.C. Pennie
                                    -------------------------------------------
                                    J.C. Pennie, President


                                   /s/ John C. Pennie 
                                    -------------------------------------------
                               John C. Pennie, Consultant's Management Designee


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<PAGE>


                             Index of Defined Terms

         Term                                                          Section

         Affiliate                                                     2.1(e)

         Agreement                                                     Preamble

         Additional Compensation                                       1.4(b)

         Base Fee                                                      1.4(a)

         Cause                                                         1.5(b)

         Change in Control                                             1.5(e)

         Company                                                       Preamble

         Company Breach                                                1.5(d)

         Competing Business                                            2.1(d)

         Confidential Information                                      2.2(a)

         Date of Termination                                           1.5(h)

         Disability                                                    1.5(a)

         Consultant & its Management Designee                          Preamble

         Consultant & its Management Designee Claims                   4.4

         Explanation of Termination of Engagement                      1-5(g)

         Notice of Termination                                         1-5(g)

         Term                                                          1.3

         Without Cause                                                 1.5(c)

         Without Good Reason                                           1.5(f)


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