EXHIBIT 10.5
                                                               ------------



          THIS ACQUISITION AGREEMENT made as of the 31st day of May, 1996.

     B E T W E E N: 



     UNITED ECO SYSTEMS, INC. 
     a corporation amalgamated pursuant to the laws of the State of Delaware 

     ("UESI")

     OF THE FIRST PART

     - and -


     AMERICAN ECO CORPORATION
     a corporation amalgamated pursuant to the laws of the Province of Ontario 

     ("ECO")

     OF THE SECOND PART

     WHEREAS UESI is the owner of all of the issued and outstanding shares of
     ESI (as hereinafter defined); and 

     WHEREAS Seller seeks to sell all of the issued and outstanding Shares of
     UESI to ECO and ECO seeks to purchase the Shares from Seller, all on and
     subject to the terms and conditions of this Agreement; 

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mural
     covenants, agreements and premises herein contained and other good and
     valuable consideration (the receipt and self-sufficiency whereof being
     hereby acknowledged by each party), the parties hereto do hereby covenant
     and agree as follows: 

     1.   DEFINITIONS AND SCHEDULES
          -------------------------

     1.1  Definitions.  In this Agreement: 
          -----------

          "Accounts Receivable" means all accounts receivable and other book
     debts due or accruing to the Target Company as at the Reference Date and
     the full benefit of all security, if any, for such accounts or debts. 

          "Affiliate" has the meaning ascribed thereto in the OBCA. 

          "Agreement", "this Agreement", "hereto" and "herein" means this
     Agreement and all schedules attached hereto, as may be amended from time to
     time. 

          "Associate" has the meaning ascribed thereto in the OBCA. 

          "Best Knowledge" means such knowledge as the Party would have after
     due inquiry of the matter in question. 

          "Business Day" means a day other than a Saturday or a Sunday or any
     other day which is a statutory holiday in the Province of Ontario. 

          "Closing" means the consummation of the Transaction as herein
     contemplated. 

          "Closing Date" means May 31, 1996 or such earlier or later date as may
     be agreed to in writing by the Parties. 

          "Contract" means any agreement, indenture, contract, bond, debenture,
     security agreement, lease, deed of trust, license, option, instrument or
     other legally binding commitment, whether written or oral. 

          "Direct Claim" has the meaning ascribed thereto in subsection 6.3. 

          "ECO" means American ECO Corporation, an Ontario corporation. 

          "ESI" means Eco Systems, Inc., a Delaware corporation. 

          "Encumbrances" means any and all claims, liens, security interests,
     mortgages, pledges, pre-emptive rights, charges, options, equity interests,
     encumbrances, proxies, voting agreements, voting trusts, leases, tenancies,
     easements or other interests of any nature or kind whatsoever, howsoever
     created. 

          "Indemnified Party" has the meaning ascribed thereto in section 6.3. 

          "Indemnifying Party" has the meaning ascribed thereto in section 6.3. 

          "Indemnification Claim" has the meaning ascribed thereto in section
     6.3. 

          "Intellectual Property" means all patents, copyrights, trademarks and
     trade names, service marks and all software, data bases, trade secrets,
     know how and other proprietary rights as at the Reference Date. 

          "Losses" means any and all claims, demands, debts, suits, actions,
     obligations, proceedings, losses, damages, liabilities, deficiencies, costs
     and expenses (including without limitation, all reasonable legal and other
     professional fees and disbursements, interest, penalties and amounts paid
     in settlement). 

          "Material Adverse Effect" means a material adverse effect on the
     business, assets, liabilities, condition (financial or otherwise),
     operations or prospects of the Party in question or upon such Party's
     ability to perform its obligations under this Agreement or to consummate
     the Transaction. 

          "NASDAQ" means the National Association of Securities Dealers
     Automated Quotations. 
          "OBCA" means the Business Corporations Act, Ontario. 

          "Parties" means collectively, the parties to this Agreement. 

          "Person" means any individual, Company, company, corporation,
     unincorporated association, joint venture, trust, the Crown or any other
     agency or instrumentality thereof or any other judicial entity or person
     government or governmental agency, authority or entity howsoever designated
     or constituted. 

          "Reference Date" means June 10, 1996. 

          "Subsidiary" has the meaning ascribed thereto in the OBCA. 

          "Survival Period" has the meaning ascribed thereto in section 5.1

          "Target" means ESI. 

          "Target Company" means ESI. 

          "Target Company Contracts" has the meaning ascribed thereto in section
     4.1(aa). 

          "Company Shares" means all of the issued and outstanding Common Stock
     par value of $0.01 per share of UESI held of record by Seller. 

          "Target Company Financial Statements" has the meaning attributed
     thereto in section 4.1(p).

          "Taxes" means all income, profits, franchise, royalty, withholding,
     payroll, excise, sales, value added, use, occupation and property taxes and
     any liability, whether disputed or not,  imposed by the U.S. or any state,
     municipality, country or foreign government or subdivision or agency
     thereof. 

          "Third Party" has the meaning ascribed thereto in section 6.3. 

          "Third Party Claim" has the meaning ascribed thereto in section 6.3. 

          "Transaction" means the transfer of the Target Company Shares in
     exchange for cash, as contemplated by this Agreement. 

          "TSE" means The Toronto Stock Exchange. 

          "UESI" means United Eco Systems, Inc. 

     1.2  Disclosure.  Any fact or circumstance or combination of facts and/or 
          ----------
     circumstances disclosed in this Agreement or in any schedules hereto shall
     be deemed to be disclosed for all purposes of this Agreement. 

     1.3  Act.  Any reference in this Agreement to any act, by-law, rule or 
          ---
     regulation or to a provision thereof shall be deemed to include a reference
     to any act, by-law, rule or regulation or provision enacted in substitution
     or amendment thereof. 

     1.4  Central Daylight Time.  Except where otherwise expressly provided in 
          ---------------------
     this Agreement any reference to time shall be deemed to be a reference to
     Central Daylight Time. 

     1.5  Gender and Extended Meanings.  In this Agreement words and personal 
          ----------------------------
     pronouns relating thereto shall be read and construed as the number and
     genda of the party or parties referred to in each case require and the
     verb shall be construed as agreeing with the required word and pronoun. 
     For greater certainty and without limitation, in this Agreement the word
     "shall" has the same meaning as the word "will". 

     1.6  U.S. Dollars and Payment.  All dollar amounts referred to in this
          ------------------------
     Agreement are in U.S. funds, unless otherwise expressly specified. 

     1.7  Section Headings.  The division of this Agreement into sections is for
          ----------------
     convenience of reference only and shall not effect the interpretation or
     construction of this Agreement.

     1.8  Business Day.  In the event that the date for the taking of any action
          ------------
     under this Agreement falls on a day which is not a Business Day, then such
     action shall be taken on the next following Business Day.

     2.   AGREEMENT TO EXCHANGE 
          ---------------------

     2.1  Transfer.  Subject to the terms and conditions hereof, on the Closing
          --------
     Date at the Time of Closing, Seller shall transfer to ECO and ECO shall
     accept from Seller the Company Shares and Seller shall deliver to ECO
     certificates representing its Shares duly endorsed in blank for transfer
     together with new certificates therefor. 

     2.2  Purchase Price.  The purchase price for the UESI Shares shall equal 
          --------------
     the sum of $2,520,000 satisfied by ECO by the issuance to UESI of 315,000
     fully paid and non-assessable common shares in the capital of ECO issued at
     $8.00 per share.  In addition, simultaneous with the execution hereof, ECO
     shall enter into an Employment Agreement with William N. D'Angelo,
     President of UESI. 

     2.3  Closing.  Closing shall occur at the Time of Closing on the Closing 
          -------
     Date at the offices of UESI or at such other place or other time and date
     as the Parties may agree. 

     3.   COVENANTS, REPRESENTATIONS AND WARRANTIES OF ECO 
          ------------------------------------------------

     3.1  Covenants, Representations and Warranties. ECO hereby covenants,
     represents and warrants to Seller and UESI as follows and acknowledges and
     confirms that they are relying upon such covenants, representations and
     warranties in connection with the Transaction and that unless otherwise
     indicated herein, such covenants, representations and warranties shall be
     true and correct as at the Closing Date: 

          (a)  Organization.  ECO is duly incorporated and validly subsisting 
               ------------
     under the laws of the Province of Ontario and has the corporate power to
     own or lease its property and to carry on its business as it is now being
     conducted and subject to receipt of requisite regulatory approval including
     approval from the TSE and NASDAQ with respect to the Transaction, on the
     Closing Date, ECO will have the corporate power to execute, deliver and
     perform its obligations under this Agreement. ECO is duly qualified to do
     business in those jurisdictions wherein the failure to so qualify could
     have a Material Adverse Effect on ECO. 

          (b)  Corporate Authority.  Subject to receipt of requisite regulatory
               -------------------
     approval including approval from the TSE and NASDAQ with respect to the
     Transaction, on the Closing Date ECO will have taken all requisite
     corporate action to authorize the valid execution, delivery and performance
     of this Agreement and the consummation of the Transaction. 

          (c)  Agreement Enforceable.  Subject to receipt of requisite 
               ---------------------
     regulatory approval including approval from the TSE and NASDAQ with respect
     to the Transaction, this Agreement constitutes a valid and legally binding
     obligation of ECO enforceable against ECO in accordance with its terms. 

          (d)  Securities Laws Matters.  The common shares of ECO are listed and
               -----------------------
     posted for trading on the TSE and on NASDAQ. ECO is in compliance in all
     material respects with all applicable requirements of the TSE and NASDAQ
     concerning maintenance of such listing and has received no notification nor
     has any reasonable basis to believe that such listing may or will be
     terminated. ECO is a "reporting issuer" under the Securities Act, Ontario
     and the Securities Act, Quebec and is not in material default of any of its
     requirements under any such legislation, regulations or published policies
     thereunder. 

          (e)  No Violations.  Subject to receipt of requisite regulatory 
               -------------
     approval including approval from the TSE and NASDAQ with respect to the
     Transaction, the execution and delivery of this Agreement and all other
     agreements contemplated herein by ECO and the observance and performance of
     the terms and provisions of this Agreement and any such agreements:  (i)
     does not and will not require ECO to obtain or make any consent,
     authorization, approval, filing or registration under any law, by-law,
     rule, regulation, judgment, order, writ, injunction or decree which is
     binding upon ECO; (ii) does not and will not constitute a violation or
     breach of the charter documents or by-laws of ECO; (iii) does not and will
     not constitute a violation or breach of applicable law, any material
     provision of any Contract to which ECO is a party or by which ECO is bound
     or any law, by-law, rule, regulation, judgment, order, writ, injunction or
     decree applicable to ECO; and (iv) does not and will not constitute a
     material default (nor would with the passage of time or the giving of
     notice or both or otherwise, constitute a material default) under any
     Contract, to which ECO is a party or by which ECO is bound. 

          (f)  Brokers.  ECO shall be responsible for the payment of all 
               -------
     brokerage commissions, and finder's fees or other like payment incurred by
     ECO in connection with this transaction, including a $400,000.00 finder's
     fee payable by ECO on Closing to Network Capital Management Group, Inc. and
     ECO will indemnify and save harmless UESI of and from any such claims. 

          (g)  ECO will be responsible for the assumption of ESI's liabilities,
     covenants and obligations as more particularly set forth in a certain Asset
     Purchase Agreement between ESI and ENSCI Corporation, (including the
     assumption of all of ESI's liabilities and obligations to Branch Banking &
     Trust Company) attached hereto as Exhibit "A" and made a part hereof, and
     the release of WND's obligations to ESI, plus ten ($10.00) Dollars. 

     4.   COVENANTS, REPRESENTATIONS AND WARRANTIES OF SELLER AND UESI
          ------------------------------------------------------------

     4.1  Covenants, Representations and Warranties.  Seller and UESI hereby
          -----------------------------------------
     covenant, represent and warrants to ECO as follows and acknowledges and
     confirms that ECO is relying upon such covenants, representations and
     warranties in connection with the Transaction and that unless otherwise
     indicated herein, such covenants, representations and warranties shall be
     true and correct as at the Closing Date:


          (a)  Legal Capacity.  UESI has the legal capacity and competence to 
               --------------
     execute, deliver and perform its obligations under this Agreement. 

          (b)  Organization.  Each of UESI and the Target Company is duly 
               ------------
     incorporated and validly subsisting under the laws of its jurisdiction of
     incorporation and has the corporate power to own or lease its property and
     to carry on its business as it is now being conducted and has the corporate
     power to execute, deliver and perform its obligations under this Agreement.
     The Target Company is duly qualified to do business in those jurisdictions
     wherein the failure to so qualify could have a Material Adverse Effect on
     the Target Company, being the State of North Carolina and the Commonwealth
     of Virginia. 

          (c)  Corporate Authority.  UESI has taken all requisite corporate 
               -------------------
     action to authorize the valid execution, delivery and performance of this
     Agreement and the consummation of the Transaction.

          (d)  No Violations.  The execution and delivery of this Agreement and 
               -------------
     all other agreements contemplated herein by UESI and the Target and the
     observance and performance of the terms and provisions of this Agreement
     and any such agreements:  (i) does not and will not require UESI or the
     Target to obtain or make any consent, authorization, approval, filing or
     registration under any law, by-law, rule, regulation, judgment, order,
     writ, injunction or decree which is binding upon UESI or the Target; (ii)
     does not and will not constitute a violation or breach of the charter
     documents or by-laws of UESI or the Target; (iii) does not and will not
     constitute a violation or breach of applicable law, any material provision
     of any Contract to which UESI or the Target is a party or by which UESI or
     the Target is bound or any law, by-law, rule, regulation, judgment, order,
     writ, injunction or decree applicable to UESI or the Target; (iv) does not
     and will not constitute a default or require a consent or approval (nor
     would with the passage of time or the giving of notice or both or
     otherwise, constitute a default) under any Contract, to which UESI or the
     Target is a party or by which UESI or the Target is bound; and (v) does not
     and will not result in the creation or imposition of any Encumbrance on the
     Target Shares or any property or assets of UESI or the Target. 

          (e)  Issued Shares.  The Company Shares comprise all of the issued and
               -------------
     outstanding shares of ESI. All of the Company Shares, have been duly
     authorized, created and issued as fully paid and non-assessable shares. 
     There are outstanding no other shares, warrants, rights or securities
     convertible into shares or any other evidence whatsoever of an interest in
     the Target Company or UESI. 

          (f)  Owner of the Target Company Shares.  UESI is the owner 
               ----------------------------------
     beneficially and of record of the Target Company Shares and has good and
     marketable title thereto, free and clear of any Encumbrances and/or
     pre-emptive rights. 

          (g)  Subsidiaries.  Except as disclosed on Exhibit "A", the Target 
               ------------
     Company has no Subsidiaries and owns no shares of any other corporation or
     entity nor any rights, warrants or other securities convertible into shares
     of any other corporation or entity. The Target Company is not bound by or a
     party to any Contract which contemplates its amalgamation, merger,
     consolidation or other acquisition with or by any other entity. 

          (h)  Acts of Bankruptcy.  Neither UESI nor the Target Company is 
               ------------------
     insolvent, has proposed a compromise or arrangement to its or their
     creditors generally, has taken any proceeding with respect to a compromise
     or arrangement, has taken any proceeding to have itself declared bankrupt
     or wound-up, has taken any proceeding to have a receiver appointed of any
     part of their assets and at present, no encumbrancer or receiver has taken
     possession of any of their property and no execution or distress is
     enforceable or levied upon any of its property and no petition for a
     receiving order in bankruptcy is filed against them. 

          (i)  Private Company.  UESI and the Target Company do not distribute 
               ---------------
     their securities to the public. 

          (j)  Resident.  UESI and the Target Company are residents of the 
               --------
     United States. 

          (k)  Actions - Company Shares.  There is not pending or, to the Best 
               ------------------------
     Knowledge of Seller or UESI, threatened or contemplated, any suit, action,
     legal proceeding, litigation or governmental investigation of any sort
     which would: (i) in any manner restrain or prevent Seller or UESI from
     effectually and legally transferring the Shares of UESI to ECO in
     accordance with this Agreement; (ii) cause an Encumbrance to attach to the
     UESI Shares; (iii) divest title to the UESI Shares in any manner
     whatsoever; or (iv) make ECO liable for damages in connection with the
     Transaction. 

          (l)  Litigation.  Except as disclosed on Schedule 4.1 and Exhibit "A" 
               ----------
     there is not pending, or, to the Best Knowledge of Seller or of UESI,
     threatened or contemplated any suit, action, legal proceeding, litigation
     or governmental investigation of any sort relating to UESI, the Target or
     the Transaction nor is there any present state of facts or circumstances
     which can be reasonably anticipated to be a basis for any such suit,
     action, legal proceeding, litigation or governmental investigation nor is
     there presently outstanding against Seller or UESI or the Target any
     judgment, decree, injunction, rule or order of any court, governmental
     department, commission, agency, instrumentality or arbitrator. 

          (m)  Minute Books.  The minute books of UESI contain accurate and 
               ------------
     complete copies of their incorporating documents together with minutes of
     all meetings of directors, committees and shareholders of UESI. All of the
     articles and the by-laws of UESI have been reviewed and received by ECO. 
     There are outstanding no applications or filings which would alter in any
     way the constating documents or corporate status of UESI.  No resolutions
     or by-laws have been passed, enacted, consented to or adopted by the
     directors or shareholders of UESI except as are contained in the minute
     books of UESI. The directors and officers of UESI are as set forth in the
     corporate minutes. 

          (n)  Books of Account.  The books of account and financial records of
               ----------------
     UESI and the Target fairly set out and disclose in all material respects,
     the current financial position of the Companies.  All material transactions
     involving both Companies have been accurately recorded in such books and
     records.  All bonuses, commissions and other payments relating to the
     employees of UESI reflected in the books of UESI in a manner consistent
     with past record keeping practices and are further described in Schedule
     4.l(y)11. 

          (o)  Permits and Licenses.  UESI and the Target have all necessary 
               --------------------
     permits, certificates, licenses, approvals, consents and other
     authorizations required to carry on and conduct business and to own, lease
     operate its assets at the places and in the manner in which such business
     is conducted. Exhibit "A" contains a full, complete and accurate list of
     such permits, certificates, licenses, approvals, consents and other
     authorizations. 

          (p)  Financial Statements.  A true copy of the financial statements of
               --------------------
     the Target and the statements of operations (the "Target Company Financial
     Statements") of the Target as of               , 1996 is annexed hereto as
     Schedule 4.1(p).  The Target Company Financial Statements:  (1) Have been
     prepared in accordance with U.S. generally accepted accounting principles
     applied on a basis consistent with those of the preceding fiscal period. 
     (2) Present fairly the assets, liabilities and financial position of the
     Target as of          1996, and the results of operations for the period
     then ended. Other than the liabilities specified in the balance sheet
     forming part of the Target Company Financial Statements or incurred since
     the Reference Date in the ordinary course of business (all of which is
     consistent with past practice) or otherwise noted or disclosed in this
     Agreement there are no known liabilities or obligations of the Target
     (whether absolute, contingent or otherwise) including without limitation,
     any Tax liabilities due or to become due or contingent losses for
     unasserted claims which are capable of assertion. (3) Are substantially in
     accordance with the books and records of the Target.  (4) Contain and
     reflect all necessary adjustments for a fair presentation of the results of
     operations and financial position of the Target for the period covered
     thereby.  (5) Contain and reflect adequate provision or allowance for all
     reasonably anticipated liabilities, expenses and losses of the Target. 
     (6) Financial Statements of UESI have not been prepared as of the date of
     this Agreement. 

          (q)  Guarantees.  UESI does not have any outstanding guarantees or has
               ----------
     any outstanding security for and liability, debt or obligation of any
     Person, except as set forth in the Schedules and Exhibits. 

          (r)  Bonds or Debentures.  UESI does not have any outstanding bonds, 
               -------------------
     debentures or other indebtedness nor is it under any agreement to create or
     issue any bonds, debentures or other indebtedness. 


          (s)  No Further Expenditures.  No capital expenditures or leasehold 
               -----------------------
     improvements have been made by the Target since the date of the Target
     Company Financial Statements, other than in the ordinary course of
     business. 

          (t)  Related Parties. Since the Reference Date, UESI and the Target
     have not made any payment or loan to or borrowed any moneys from and are
     not otherwise indebted to, any officer, director, employee, shareholder or
     any other Person not dealing at arm's length with UESI or the Target.  UESI
     and the Target are not a party to any Contract with any officer, director,
     employee, shareholder or any other Person not dealing at arm's length, with
     UESI or the Target.  No officer, director or shareholder of UESI or the
     Target and no entity that is an Affiliate or Associate of one or more of
     such individuals: 

          (1)  Owns, directly or indirectly, any interest in (except for shares
               representing less than 2% the outstanding shares of any class of
               securities of any publicly traded company) or is an officer,
               director, employee or consultant of, any Person which is or is
               engaged in business as a competitor of UESI or the Target or a
               lessor, lessee, client or supplier of UESI or the Target. 

          (2)  Owns, directly or indirectly, in whole or in part, any property
               that UESI or the Target uses in the operation of business. 

          (3)  Has any cause of action or any other claims whatsoever against or
               owes any amount to UESI or the Target. 

          (u)  Dividends or Distributions.  No dividends or other distributions
               --------------------------
     on any of the shares in the capital of UESI or the Target Company have been
     authorized, declared or paid since the date of the respective Target
     Company Financial Statements and there has not been any direct or indirect
     redemption, purchase or acquisition of any such shares. 

          (v)  No Changes.  Since the Financial Statement, UESI and the Target 
               ----------
     have carried on business and conducted their operations and affairs only in
     the ordinary and normal course consistent with past practice and there has
     not been: 

          (1)  Any material adverse change in the condition (financial or
               otherwise), assets, liabilities, operations, earnings, business
               or prospects of UESI or the Target. 

          (2)  Any damage, destruction or loss (whether or not covered by
               insurance) affecting the property or assets of UESI or the Target
               or any failure to regularly maintain and repair such property and
               assets in the ordinary course of business. 

          (3)  Any payment, discharge or satisfaction of any Encumbrance,
               liability or obligation of UESI or the Target Company (whether
               absolute, accrued, contingent or otherwise and whether due or to
               become due) greater than $1,000.00 other than payment of
               liabilities incurred in the ordinary course of business
               consistent with past practice.

          (4)  Any issuance or sale by UESI or the Target Company or any
               Contract entered into by UESI or the Target Company for the
               issuance or sale by UESI or the target Company of any shares in
               the capital of or securities convertible into or exercisable into
               shares in the capital of UESI or the Target Company. 

          (5)  Any labor disturbances adversely affecting UESI or the Target. 

          (6)  Any license, sale, assignment, transfer, disposition, pledge,
               mortgage or granting of a security interest or other Encumbrance
               on or over any property or assets of UESI or the Target Company
               other than in the ordinary course of business. 

          (7)  Any write-off as uncollectible of any Accounts Receivable or any
               portion thereof of UESI or the Target in amounts exceeding the
               allowance set out in the respective Target Company Financial
               Statements. 

          (8)  Any cancellation of any other debts or claims or any amendment,
               termination or waiver of any other rights of value to UESI or the
               Target in amounts exceeding $1,000.00 in each instance or
               $5,000.00 in the aggregate. 

          (9)  Any general increase in the compensation of employees of UESI or
               the Target (including without limitation, any increase pursuant
               to any employee plan or commitment) or any increase in any such
               compensation or bonus payable to any officer, employee,
               consultant or agent thereof (having an annual salary or
               remuneration in excess of $30,000.00), the execution of any
               employment contract with any officer or employee (having an
               annual salary or remuneration in excess of $30,000.00) or the
               making of any loan to or engagement in any transaction with any
               employee, officer or director of UESI or the Target. 

          (10) Any material change in the accounting or tax practices followed
               by UESI or the Target. 

          (11) Any material change adopted in the depreciation or amortization
               policies or rates or any material change in the credit terms
               offered to customers of or by supplies to UESI or the Target. 

          (12) Any acquisition, transfer, assignment, sale or other disposition
               of any of the assets shown in the Target Company Financial
               Statements other than in the ordinary course of business. 

          (13) Any institution or settlement of any litigation, action or
               proceeding before any court or governmental body by or against
               UESI or the Target. 

          (14) The creation of any debts and for liabilities whatsoever (whether
               accrued, absolute, contingent or otherwise) other than in the
               ordinary course of business. 

          (15) Any Contract other than in the ordinary course of business and
               consistent with past practice. 

          (w)  Taxes.  Except as reserved for UESI or in the Target Company
               -----
     Financial Statements: 

          (1)  All returns, including reports of every kind with respect to
               Taxes, which are due to have been filed by UESI or the Target in
               accordance with applicable law, have been duly filed by the dates
               prescribed by law and are complete and accurate. 

          (2)  All Taxes, deposits or other payments for which UESI or the
               Target may have any liability arising prior to Closing have been
               paid in full or accrued as liabilities for Taxes on the books of
               UESI or the Target. 

          (3)  All installments for Taxes which UESI or the Target may be
               required to make have been made on a timely basis. 

          (4)  The amount so paid on or before the Reference Date together with
               any amounts accrued as liabilities for Taxes (whether accrued as
               currently payable or deferred taxes) on the books and in the
               respective Target Company Financial Statements will be adequate
               to satisfy all liabilities for Taxes of UESI or the Target in any
               jurisdiction in respect of the periods covered. 

          (5)  There not now any extensions of time in effect with respect to
               the dates on which any returns, including elections, or reports
               of Taxes were or are due to be filed by UESI or the Target and
               there are no outstanding requests therefor. 

          (6)  No U.S. federal and state income tax assessments have been issued
               to UESI or the Target covering all past periods up to and
               including the fiscal year ended December 31, 1995 since both UESI
               and the Target were incorporated during the year 1996.

          (7)  No payments are or will be required to be made by UESI or the
               Target pursuant to any tax indemnity, allocation or sharing
               agreement and all such agreements will be terminated with respect
               to UESI or Target as of the Reference Date: 

          (8)  No claims, proposals, assessments or reassessments for any Taxes
               are being asserted or, to the Best Knowledge of Seller or UESI,
               proposed or threatened and, to the Best Knowledge of UESI, no
               audit or investigation of any return or report of Taxes is
               currently under way, pending or threatened. 

          (9)  There are no outstanding waivers or agreements by UESI or the
               Target for the extension of time for the assessment or
               reassessment of any Taxes or deficiency thereof nor are there any
               requests for rulings, outstanding subpoenas or requests for
               information, notice of proposed reassessment of any property
               owned or leased by UESI or the Target or any other matter pending
               between the UESI or the Target and any taxing authority. 

          (10) There are no liens for Taxes upon any property or assets of UESI
               or the Target except liens for current Taxes not yet due. 

          (11) To the Best Knowledge of Seller there are no facts which exist or
               have existed which would constitute grounds for the assessment of
               any Taxes on UESI or the Target with respect to the periods which
               have not been audited by the Internal Revenue Service or other
               taxing authorities. 

          (12) The Target Company has withheld from each payment made to its
               officers, directors and employees and former officers, directors
               and employees, the amount of all Taxes and other deductions
               required to be withheld therefrom and has paid the same to the
               proper tax and other receiving officers within the time required
               under applicable legislation.
      
          (13) Adequate provision, including provision in the deferred tax
               account has been made for all deferred and accrued Tax
               liabilities with respect to operations of UESI or the Target
               Company for the period ending on the Reference Date. 

          (14) Neither UESI or the Target have been obligated to file U.S.
               Corporate Income Tax Return as of this Agreement Date. 

          (x)  Assets.  UESI has good and marketable title to all of its assets
               ------
     as reflected in the Financial Statements, free and clear of all
     Encumbrances save and except for those assets sold, assigned, transferred
     or disposed of in the ordinary course of business. 

          (y)  Schedules.  The Exhibits and Schedules hereto contain full,
               ---------
          complete and accurate lists and descriptions of the following as of
          the Reference Date and the date of the Financial Statement: 

          (1)  All real property owned of record or beneficially of UESI or the
               Target Company. 

          (2)  All items of tangible personal property (other than raw material,
               purchased parts, work in process, finished goods and other items
               of inventory), if any, not reflected on any other Schedule hereto
               having a book value of $200.00 or more and owned of record or
               beneficially by UESI or the Target Company, including without
               limitation, automobiles, trucks and other vehicles. 

          (3)  All purchase commitments of UESI or the Target Company, including
               accounts payable and any amounts owed under any subcontracts,
               where the amount remaining unpaid is in excess of $500.00. 

          (4)  All Contracts of UESI or the Target Company for the performance
               of work, indicating any amounts due to UESI or the Target
               Company, the percentage of the work to be performed that has been
               completed, whether the Contract is bonded. 

          (5)  Each lease (including all amendments thereto) where the total
               amount remaining to be paid thereunder exceeds $500.00 under
               which the UESI or Target Company is a lessee of any personal
               property and each real property lease.  All rentals due under all
               such leases have been paid up to and including the Reference Date
               and there are no defaults by UESI or the Target Company under the
               terms of such leases and no event has occurred which, upon the
               passage of time or the giving of notice or both would result in
               an event of default by UESI or the Target Company or would
               prevent UESI or the Target Company from exercising and obtaining
               the benefits of any rights or options contained therein. UESI and
               the Target Company has all right, title and interest of the
               lessee under the terms of each such lease free and clear of any
               Encumbrances and all such leases are valid and in full force and
               effect.  The Transaction does not constitute a default by UESI or
               the Target Company under any such leases and the consent of the
               lessors under such leases is not required with respect to this
               Transaction. 

          (6)  All Intellectual Property that is directly or indirectly owned,
               licensed, used, required for use or controlled in whole or in
               part by the Target Company and UESI and all material licenses and
               other agreements allowing the Target Company and UESI to use the
               Intellectual Property of other Persons. None of the Intellectual
               Property of the Target Company and UESI infringes the
               Intellectual Property of any other Person and to the Best
               Knowledge of UESI, no activity of any other Person infringes upon
               any of the Intellectual Property of the Target Company or UESI to
               the extent that any such infringement in either case could have a
               Material Adverse Effect on the Target Company or UESI.  To the
               Best Knowledge of UESI, the Target has been and is now conducting
               business in a manner which has not been and is not now in
               violation of any Intellectual Property of any other Person and
               does not require a material license to operate such business as
               currently conducted except as disclosed on Schedule 4.1(o). The
               Intellectual Property of UESI or the Target is sufficient for the
               conduct of business of the Target as currently conducted. 

          (7)  Schedule 4.1(y)(7):  The name and address of each bank, trust
               company or other financial institution in which UESI or the
               Target has an account and the names of all Persons authorized to
               draw thereon as well as all powers of attorney granted by UESI or
               the Target. 

          (8)  Schedule 4.1(y)(8):  All insurance policies now in full force and
               effect (specifying the insurer, the amount of coverage, type of
               insurance, the amount of deductible if any, the policy number,
               expiry date and any pending claims thereunder) maintained the
               Target on the lives of its directors and officers, together with
               true copies thereof.  The proceeds of such policies are fully
               payable to UESI or the Target. All premiums in connection with
               such policies are fully paid. Such insurance is in amounts
               sufficient for compliance with all requirements of law and any
               Contract to which UESI or the Target is a party with respect to
               the assets, properties, business, operations, products and
               services owned or conducted by UESI or the Target.  There are no
               claims, actions, suits or proceedings arising out of or based
               upon any of such insurance policies and to the Best Knowledge of
               UESI, no basis for any such claim, action, suit or proceeding
               exists.  Neither UESI nor the Target are in default with respect
               to any provisions contained in any such insurance policy which
               would adversely affect their rights to make any claim under any
               such insurance policy. 

          (9)  Schedule 4.l(y)(9):  All major clients of UESI or the Target
               (being those clients of UESI or the Target accounting for more
               than 5% of revenues, as of the Reference Date There has been no
               termination or cancellation of the business relationship of UESI
               or the Target with any major client or group of major clients.

          (10) Schedule 4.1(y)(10):  All suppliers or vendors of products or
               services to UESI or the Target aggregating more than $10,000.00
               during the one-year period ending on the Reference Date, the
               address of each such supplier or vendor and the amount sold to
               UESI or the Target during such period.

          (11) Schedule 4.1(y)(11):  (a) All written contracts or arrangements
               for the employment of any officer employee, agent or consultant
               of UESI or the Target. 

          (b)  A complete list of all permanent and full-time employees of UESI
               or the Target, their salaries and wage rates, their positions and
               their length of service and particulars of any Contracts,
               arrangements or understandings, written or oral, with them.    

          (c)  All bonus, deferred compensation, severance or termination pay,
               insurance, medical, dental, drug, profit sharing, pension,
               retirement, stock option, stock purchase, hospitalization
               insurance or other material plans or arrangements providing
               employee benefits to any current or forma director, officer,
               employee or consultant of UESI or the Target and all relevant
               vacation policies. 

          (z)  Certain Contracts and Commitments.  Schedule 4.(aa) sets forth a
               ---------------------------------
     list and description of all contracts, leases and licenses of UESI or the
     Target (the "Contracts") not included on any other Schedule. The
     enforceability of the Contracts will not be affected in any manner by the
     execution and delivery of this Agreement or the consummation of the
     Transaction.  UESI is not in default and there does not exist any event
     that, with notice or lapse of time or both, would constitute an event of
     default by UESI under any of the Contracts.  To the Best Knowledge of UESI
     there is no breach or default by any other party to the Contracts. A true
     and complete copy of each such Contract has been delivered to ECO or will
     be delivered to ECO prior to the Closing Date. 

          (aa) No Other Contracts.  For greater certainty and without
               ------------------
          limitation, or otherwise herein, UESI or the Target is not a party to
          or bound by any Contract which in any way has or could have a Material
          Adverse Effect on either Company.  The Contracts set forth in the
          Schedules hereto are not subject to renegotiation or cancellation
          resulting from the Transaction. Except as described in the Schedules,
          UESI or the Target (except in the ordinary course of business) is not
          a party to or bound by: 

          (1)  Any Contract for the purchase of materials, supplies, equipment
               or services which involves the payment of $1,000.00 or more. 

          (2)  Any Contract for the sale, license or provision of any assets or
               services which involve the receipt of $1,000.00 or more. 

          (3)  Any trust indenture, mortgage, promissory note, loan agreement,
               guarantee or other Contract for the borrowing of money or a
               leasing transaction of the type required to be capitalized in
               accordance with generally accepted accounting principles. 

          (4)  Any Contract for charitable contributions in excess of $500.00 in
               the aggregate. 

          (5)  Any Contract relating to a distributorship, sales representative
               or sales agency agreement. 

          (6)  Any Contract which involves the sharing of profits, a joint
               venture, Company, joint development or bidding arrangement or any
               material advertising contracts. 

          (7)  Any Contract not made in the ordinary course of business. 

          (8)  Any Contract restricting in any manner the conduct of UESI or the
               Target or the ownership or use of the assets thereof. 

          (9)  Any material warranties relating to products distributed or
               services provided by UESI or the Target. 

          (10) Any Contract involving the payment or receipt of $5,000.00 or
               more in any 12 month period. 

          (11) Any Contract required to be disclosed on a Schedule to this
               Agreement that is not so disclosed.
      
          (ab) Default of Contracts.  UESI and the Target have performed all of
               --------------------
     the obligations required to be performed by it to the extent performance is
     due and is entitled to all benefits under and is not in default or alleged
     to be in default in respect of, any Contract to which they are a party or
     by which it is bound.  No event, condition or occurrence exists that, after
     notice or lapse of time or both, would constitute a default under any of
     such Contracts.  UESI and the Target have the capacity, including the
     necessary personnel, equipment and supplies, to materially perform all its
     current obligations under all such Contracts. 

          (ac) Compliance with Laws.  UESI and the Target have conducted and are
               --------------------
     now conducting business in compliance with all statutes, regulations,
     by-laws, orders, covenants, restrictions or plans of all federal, state or
     municipal authorities, agencies or boards applicable to such business. 
     UESI and the Target are not in default under any such statutes,
     regulations, by-laws, orders, covenants, restrictions or plans applicable
     to it.  Neither UESI nor the Target nor any of its directors, officers,
     agents, employees or other Persons acting on behalf of UESI or the Target
     have, directly or indirectly, used any corporate funds of UESI or the
     Target for unlawful contributions, gifts, entertainment or other unlawful
     expenses relating to political activity, made any unlawful payments on
     behalf of the UESI or the Target to foreign or domestic government
     officials or employees or to foreign or domestic political parties or
     campaigns from corporate funds, knowingly made any false or fictitious
     entry on the books or records of UESI or the Target or made any bribe,
     rebate, payoff, influence payment, kickback or other unlawful payment on
     behalf of UESI or the Target. 

          (ad) Real Property.  The occupation and use to which the real property
               -------------
     owned or leased by UESI or the Target have been put by UESI or the Target
     is not in breach of any applicable statute, by-law, regulation, covenant or
     restriction applicable to such real property. The zoning by-laws applicable
     to such real property of UESI or the Target permit the operation of
     business and the intended use to be made of such real property by UESI or
     the Target. There are no outstanding work orders against such real property
     of UESI or the Target or any part thereof nor are there any matters under
     discussion between UESI or the Target and any governmental or municipal
     authority which may give rise to work orders. 

          (ae) Environmental Matters.  To the Best Knowledge of UESI, the 
               ---------------------
     buildings and premises at which UESI and the Target carry on business does
     not contain any material quantities of noxious substances including without
     limitation, urea formaldehyde foam insulation, aluminum wiring, asbestos,
     materials containing asbestos, polychlorinated byphenyls or substances
     containing polychlorinated byphenyls or radon at levels deemed unacceptable
     by any health, labor or environmental authority or any federal, state or
     municipal government. The operations of the UESI and the Target in all
     material respects complies with all applicable environmental statutes,
     regulations and decrees, whether federal, state or municipal.  The Target
     has not received any notices to the effect that the business carried on by
     the Target is not in compliance with the requirements of applicable
     environmental statutes, regulations or decrees or is subject to any
     remedial control or action or any investigation or evaluation as to whether
     any remedial action is required to respond to a release or threatened
     release of any contaminant into the environment or into any facility or
     structure which forms part of or is adjacent to the real property at which
     the business is carried on. 

          (af) Employee Plans and Arrangements.  All of the contracts, plans and
               -------------------------------
     arrangements referred to in subsection 4.1(y)(11) are in good standing and
     UESI and the Target have made all payments required to be made by it in
     connection therewith.  All employee plans requiring funding on the part of
     UESI and the Target are fully funded. UESI and the Target do not have any
     employees receiving or claiming long term disability benefits or workers'
     compensation benefits for which UESI or the Target will be liable.  No
     notice has been received by UESI or the Target of any complaints filed by
     any employees claiming that UESI or the Target have violated any applicable
     employee or human rights or similar legislation in any other jurisdiction
     in which UESI or the Target carries on business or of any complaints or
     proceedings of any kind involving UESI or the Target or any employees of
     UESI or the Target before any labor relations board.  There are no
     outstanding orders or charges against UESI or the Target under any
     applicable heath and safety legislation in the jurisdictions in which UESI
     or the Target carries on business.  All levies, assessments and penalties
     made against the Target pursuant to any applicable workers' compensation
     legislation in any jurisdictions in which UESI or the Target carries on
     business have been paid by UESI or the Target and UESI or the Target have
     been reassessed under any such legislation during the past 3 years.  UESI
     and the Target have not made any agreements with any labor union or
     employee association or made commitments to or conducted negotiations with
     any labor union or employee association with respect to any future
     agreements and UESI is not aware of any current attempts to organize or
     establish any labor union or employee association relating to UESI or the
     Target.  UESI and the Target have not entered into any agreement or made
     any arrangements with any employees or consultants which would have the
     effect of depriving UESI or the Target of the continued services of any
     such employees and consultants following the Closing. 

          (ag) Omissions and Misrepresentations.  None of the foregoing 
               --------------------------------
     covenants, representations and warranties knowingly contains any untrue
     statement of material fact or omits to state any material fact necessary to
     make any such covenant, warranty or representation not misleading to a
     prospective purchase of the Company Shares seeking full information as to
     UESI or the Target Company. 

     5.   SURVIVAL OF COVENANTS. REPRESENTATIONS AND WARRANTIES
          -----------------------------------------------------

     5.1  Survival.  No investigations made by or on behalf of any Party at any
          --------
     time shall have the effect of waiving, diminishing the scope of or
     otherwise affecting any covenant, representation or warranty made by any
     Party.  No waiver by any Party of any condition, in whole or in part, shall
     operate as a waiver of any other condition.  The covenants, representations
     and warranties contained in Article 3 and 4 respectively or in any
     certificate or other document delivered in connection with the Closing
     shall survive the making of this Agreement and the Closing for a period of
     2 years (the "Survival Period") provided however that if a claim for a
     breach of any such covenant, representation or warranty is brought prior to
     the expiration of the applicable Survival Period such covenant,
     representation or warranty shall, for the purposes of such claim, survive
     the applicable Survival Period until such claim is finally resolved and all
     obligations with respect thereto have been fully satisfied. 

     6.   INDEMNITY
          ---------

     6.1  Indemnity by ECO.  ECO agrees to indemnify and save harmless Seller,
          ----------------
     Target and UESI, its current and former officers and directors from all
     Losses actually incurred by them as a result of any breach by ECO or any
     inaccuracy of any covenant, representation or warranty contained in this
     Agreement, as well as any breach by UESI in the assumption of liabilities,
     covenants and obligations arising out of the Asset Purchase Agreement
     attached hereto as Exhibit "A", or any claims or allegations derived from
     or arising out of the negotiations leading to the execution of Exhibit "A".


     6.2  Indemnity by Seller.  Seller agrees to indemnify and save harmless ECO
          -------------------
     from all Losses actually incurred by ECO as a result of any breach by UESI
     or any inaccuracy of any covenant, representation or warranty contained in
     this Agreement, as well as any breach by UESI in the assumption of
     liabilities, covenants and obligations arising out of the Asset Purchase
     Agreement attached hereto as Exhibit "A", or any claims or allegations
     derived from or arising out of the negotiations leading to the execution of
     Exhibit "A". 

     6.3  Notice of Claims
          ----------------

          (a)  In the event that a Party (the "Indemnified Party") shall become
     aware of any Loss in respect of which another Party (the "Indemnifying
     Party") agreed to indemnify the Indemnified Party pursuant to this
     Agreement (the "Indemnification Claim"), the Indemnified Party shall
     promptly give written notice thereof to the Indemnifying Party. Such notice
     shall specify whether the Indemnification Claim arises as a result of a
     claim by a Person against the Indemnified Party (a "Third Party Claim") or
     whether the Loss does not so arise (a "Direct Claim") and shall also
     specify with reasonable particularity (to the extent that the information
     is available) the factual basis for the Indemnification Claim and the
     amount of the Loss if known. 

          (b)  If through the fault of the Indemnified Party the Indemnifying
     Party does not receive notice of any Indemnification Claim in time to
     contest effectively the determination of any liability susceptible of being
     contested, the Indemnifying Party shall be entitled to set off against the
     amount claimed by the Indemnified Party the amount of any Losses incurred
     by the Indemnifying Party resulting from the Indemnified Party's failure to
     give such notice on a timely basis. 

     6.4  Investigation of Claims.  With respect to any Direct Claim, following
          -----------------------
     receipt of notice from the Indemnified Party of the Indemnification Claim,
     the Indemnifying Party shall have 60 days to make such investigation of the
     Indemnification Claim as is considered necessary or desirable.  For the
     purpose of such investigation, the Indemnified Party shall make available
     to the Indemnifying Party the information relied upon by the Indemnified
     Party to substantiate the Indemnification Claim, together with all such
     other information as the Indemnifying Party may reasonably request.  If all
     Parties agree at or prior to the expiration of such 60 day period (or any
     mutually agreed upon extension thereof) to the validity and amount of such
     Indemnification Claim, the Indemnifying Party shall immediately pay to the
     Indemnified Party the full agreed upon amount of the Indemnification Claim,
     failing which the matter shall be determined by a court of competent
     jurisdiction. 

     6.5  Supplemental Rights.  The rights and benefits provided in this Article
          -------------------
     are supplemental to and are without prejudice to any other rights, actions
     or causes of action which may arise pursuant to any other section of this
     Agreement or pursuant to applicable law. 

     7.   PRE-CLOSING COVENANTS
          ---------------------

     7.1  Operations Before Closing.  For greater certainty and without
          -------------------------
     limitation, without the prior written consent of ECO during the period
     commencing on the Reference Date and terminating at the close of business
     on the Closing Date, UESI:  (i) shall not make nor shall UESI permit to be
     made any Material change in the way the Target is being operated; and
     (ii) shall comply with all laws in connection with the business of the
     Target. 

     8.   CONDITIONS PRECEDENT TO UESI's OBLIGATIONS AT CLOSING
          -----------------------------------------------------

     8.1  Conditions Precedent.  All obligations of Seller to sell UESI Shares 
          --------------------
     at Closing under this Agreement are subject to the fulfillment (or waiver
     in writing by Seller) prior to or at the Closing of the following
     conditions: 
                 
          (a)  Covenants, Representations and Warranties.  The covenants,
               -----------------------------------------
     representations and warranties made by ECO in or under this Agreement shall
     be true in all material respects on and as of the Closing Date. 

          (b)  Actions. Etc.  All actions, proceedings, instruments and 
               ------------
     documents required to carry out the Transaction shall have been approved by
     Seller and it shall have been furnished with such certified copies of
     actions and proceedings and other such instruments and documents as
     requested. 

          (c)  Approvals.  ECO shall have received all requisite regulatory 
               ---------
     approvals including approvals of the TSE and NASDAQ and board of director
     approvals in connection with the Transaction. 

          (d)  Compliance with Covenants.  ECO shall have complied with all 
               -------------------------
     covenants and agreements herein agreed to be performed or caused to be
     performed by ECO. 

          (e)  Approvals and Consents.  At or before Closing there shall have 
               ----------------------
     been obtained from all appropriate federal, state, provincial, municipal or
     other governmental or administrative bodies all such approvals and
     consents, if any, in form and on terms satisfactory to Seller as provided
     in this Agreement. 

          (f)  Corporate Authorizations.  ECO shall have delivered to Seller
               ------------------------
     evidence satisfactory to Seller that all necessary corporate authorizations
     by ECO authorizing and approving the Transaction have been obtained. 

          (g)  No Orders.  No order of any court or administrative agency shall 
               ---------
     be in effect which restrains or prohibits the Transaction and no suit,
     action, inquiry, investigation or proceeding in which it will be or it is
     sought to restrain, prohibit or change the terms of or obtain damages or
     other relief in connection with the Transaction and which in the judgment
     of UESI makes it inadvisable to proceed with the consummation of the
     Transaction shall have been made, instituted or threatened by any Person. 
     In case any of the foregoing conditions cannot be fulfilled at or before
     the Time of Closing to the satisfaction of Seller, Seller may rescind this
     Agreement by notice to ECO and in such event all of the Parties shall be
     released from all monetary obligations hereunder; provided however that any
     such conditions may be waived in whole or in part by Seller without
     prejudice to Seller's rights of rescission in the event of the
     non-fulfillment of any other condition or conditions, any such waiver to be
     binding on Seller only if the same is in writing. 

     9.   CONDITIONS PRECEDENT TO ECO'S OBLIGATIONS AT CLOSING
          ----------------------------------------------------

     9.1  Conditions Precedent.  All obligations of ECO to purchase UESI Shares
          --------------------
     at Closing under this Agreement are subject to the fulfillment (or waiver
     in writing by ECO) prior to or at the Closing of the following conditions: 

          (a)  Actions, Etc.  All actions, proceedings, instruments and 
               ------------
     documents required to carry out the Transaction including without
     limitation, the transfer of Seller's Shares and all other related legal
     matters shall have been approved by ECO and ECO shall have been furnished
     with such certified copies of actions and proceedings and other such
     instruments and documents as ECO shall have requested. 

          (b)  Covenants, Representations and Warranties.  The covenants, 
               -----------------------------------------
     representations and warranties made by Seller and UESI in or under this
     Agreement shall be true in all material respects on and as of the Closing
     Date. 

          (c)  Approvals.  ECO shall have received all requisite regulatory 
               ---------
     approval including without limitation approvals of TSE and NASDAQ and board
     of director approvals in connection with the Transaction. 

          (d)  Resignations.  All of the directors and officers of UESI and the
               ------------
     Target Company shall have resigned as directors and officers of UESI and
     the Target Company in favor of nominees of ECO and the resigning directors
     and officers of UESI and the Target Company shall have delivered releases
     to UESI and the Target Company and ECO in form and substance reasonably
     satisfactory to ECO. 

          (e)  Compliance with Covenants.  UESI shall have complied with all
               -------------------------
     covenants and agreements herein agreed to be performed or caused to be
     performed by UESI. 

          (f)  Approvals and Consents.  At or before Closing there shall have 
               ----------------------
     been obtained from all appropriate federal, state municipal or other
     governmental or administrative bodies all such approvals and consents, if
     any, in form and on tams satisfactory to ECO as may be required in order to
     transfer the UESI Shares at Closing as herein provided. 

          (g)  Permits and Licenses.  ECO shall have been furnished with 
               --------------------
     evidence that UESI and the Target Company holds all valid permits and
     licenses as may be requisite for carrying on business. 

          (h)  Corporate Authorizations.  UESI shall have delivered to ECO
               ------------------------
     evidence satisfactory to ECO that all necessary corporate authorizations by
     UESI authorizing and approving the Transaction have been obtained. 

          (i)  No Orders.  No order of any court or administrative agency shall
               ---------
     be in effect which restrains or prohibits the Transaction and no suit,
     action, inquiry, investigation or proceeding in which it will be or it is
     sought to restrain, prohibit or change the terms of or obtain damages or
     other relief in connection with the Transaction and which in the judgment
     of ECO makes it inadvisable to proceed with the consummation of the
     Transaction shall have been made, instituted or threatened by any Person. 

     10.  MISCELLANEOUS
          -------------

     10.1 Tender.  Any tender of documents or money hereunder may be made upon
          ------
     the Parties or upon their respective solicitors as set forth herein. 

     10.2 Notice.  All notices, requests, demands or other communications by the
          ------
     Parties required or permitted to be given by one Party to another shall be
     given in writing by personal delivery, telecopy or by registered or
     certified mail, postage prepaid, addressed, telecopied or delivered to such
     other Party as follows: 

                    (a) if to Seller, to:

                    1108 Old Thomasville Road 
                    High Point, NC 27260

     Attention:     William D'Angelo

                    (b) if to ECO, to:

                    11011 Jones Road 
                    Houston, TX 77070

     Attention:     Michael E. McGinnis

     or at such other address or telecopier number as may be given by any of
     them to the others in writing from time to time and such notices, requests,
     demands or other communications shall be deemed to have been received when
     delivered, if personally delivered, on the date telecopied (with receipt
     confirmed) if telecopied and received at or prior to 5:00 p.m. local time
     and, if not, on the next Business Day, and if mailed, on the date received
     as certified. 

     10.3 Further Assurances.  The Parties shall sign such other papas, cause
          ------------------
     such meetings to be held, resolutions passed and by-laws enacted and
     exercise their vote and influence, do and perform and cause to be done and
     performed such further and other acts and things as may be necessary or
     desirable in order to give full effect to this Agreement and every part
     hereof. 

     10.4 Laws.  This Agreement shall be governed by the laws of Texas and the 
          ----
     Parties hereby irrevocably attorney to the Courts of Harris County, Texas. 

     10.5 Advice of Counsel.  The provisions of this Agreement and their legal
          -----------------
     effect have been fully explained to the Parties by Warren L. Soffian,
     Esquire who has functioned solely as scrivener of this Agreement, based
     upon the terms which have been agreed upon by the Parties.  Each Party
     acknowledges that they have been advised by Warren L. Soffian to secure
     independent legal advice from counsel and that he or it has either received
     independent legal advice from counsel of his or its selection or has waived
     the right to such advice and that each fully understands the facts and have
     been fully informed as to his or its legal rights and obligations and each
     Party acknowledges and accepts this Agreement is, under the circumstances,
     fair and equitable and is being entered into freely and voluntarily, after
     having received or waived such advice and each with such knowledge that the
     execution of this Agreement is not the result of any duress or undue
     influence and that it is not the result of any collusion or improper or
     illegal agreement or agreements.  The Parties further acknowledge that
     Warren L. Soffian.  Esquire is not a member of the Bar of the State of
     North Carolina, the State of Texas, nor the State of Delaware, and that he
     has and continues to represent William N. D'Angelo and Eco in individual
     and corporate capacity. 

     10.6 Time of the Essence.  Time shall be of the essence of this Agreement 
          -------------------
     and of every part hereof and no extension nor variation of this Agreement
     shall operate as a waiver of this provision. 

     10.7 Entire Agreement.  This Agreement constitutes the entire agreement 
          ----------------
     between the Parties with respect to all of the matters herein.  This
     Agreement supersedes any and all agreements, understandings and
     representations made between the Parties prior to the date hereof.  This
     Agreement shall not be amended except by a memorandum in writing signed by
     all of the Parties and any amendment hereof shall be null and void and
     shall not be binding upon any Party which has not given its consent as
     aforesaid. 

     10.8 Assignment.  No Party may assign this Agreement or any part hereof
          ----------
     without the prior written consent of the other Parties which consent may be
     unreasonably withheld.  Subject to the foregoing, this Agreement shall
     inure to the benefit of and be binding upon the Parties and their
     respective successors and permitted assigns. but no other Person. 

     10.9 Invalidity.  In the event that any of the covenants, representations
          ----------
     and warranties or any portion of them contained in this Agreement are
     unenforceable or are declared invalid for any reason whatsoever, such
     unenforceability or invalidity shall not affect the enforceability or
     validity of the remaining tams or portions thereof contained in this
     Agreement and such unenforceable or invalid, covenant, representation and
     warranty or covenant or portion thereof shall be severable from the
     remainder of this Agreement. 

     10.10  Counterpart.  This Agreement may be executed in several 
            -----------
     counterparts, each of which so executed shall be deemed to be an original
     and such counterparts when taken together shall constitute one and the same
     original agreement which shall be binding on the Parties hereto. 

     10.11  Waiver of Jury Trial.  The Parties hereby agree to waive the right
            --------------------
     to a trial by jury in any action arising hereunder. 

     10.12  Schedules.  The parties acknowledge that as of the Closing Date, 
            ---------
     not all of the Schedules and exhibits referred to in the Agreement have
     been approved by the parties and attached to this Agreement.  Accordingly,
     the parties agree to fully cooperate with each other in good faith in the
     completion and approval of all Schedules not attached hereto as of the
     Closing Date by no later than December 31, 1996, unless a different
     compliance date is provided for within any specific Schedule. 

          IN WITNESS WHEREOF, the parties have hereunto set their hands and
     seals the day and year first above written. 

     ATTEST:                            UNITED ECO SYSTEMS, INC.


     By:  /s/ V. Williams                    By:  /s/ William D'Angelo
        ---------------------------             ---------------------------


     ATTEST:                                 AMERICAN ECO CORPORATION


     By:  /s/ [illegible]                  By:  /s/ Michael E. McGinnis
        ---------------------------          ------------------------------