NON-STATUTORY 
                             STOCK OPTION AGREEMENT
                                       of
                              METALCLAD CORPORATION


        THIS NON-STATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as
   the "Option" or the "Agreement," is made as of the 25th day of June, 1996,
   between METALCLAD CORPORATION, a Delaware corporation (hereinafter
   referred to as the "COMPANY") and DOUGLAS S. LAND (the "OPTIONEE"), whose
   employment address is:  The Chesapeake Group, Inc., 598 Madison Avenue,
   6th Floor, New York, New York  10022.

        The Board of Directors of the COMPANY hereby grants an option on
   250,000 shares of common stock of the COMPANY ("Common Stock") to the
   OPTIONEE at the price and in all respects subject to the terms,
   definitions and provisions of the Agreement.


        1.  Option Price.  The option price is $3.00 per share.


        2.  Exercise of Option. 

             2.1  Right to Exercise.  The options shall be exercisable by the
   OPTIONEE, his personal representative, or his assignee, in whole or in
   part in accordance with the terms of this Agreement and is presently
   exercisable; expiring on December 31, 2006.  

             2.2  Method of Exercise.  This Option shall be exercisable by a
   written notice which shall:

                  (a)  State the election to exercise the Option, the number
   of shares in respect of which it is being exercised, the person in whose
   name  the shares are to be issued (if the shares are issued to
   individuals), the names, addresses and Social Security Numbers of such
   persons; and

                  (b)  Contain such representations and agreements as to the
   holder's investment intent with respect to such shares of Common Stock as
   are required by law may be satisfactory to the COMPANY's counsel; and

                  (c)  Be signed by the person or persons entitled to
   exercise the Option and, if the Option is being exercised by any person or
   persons other than the OPTIONEE, be accompanied by proof, satisfactory to
   counsel for the COMPANY, of the right of such person or persons to
   exercise the Option; and

                  (d)  Be accompanied by a payment for the purchase price of
   those shares with respect to which the Option is being exercised in the
   form of a certified or bank cashier's or teller's check.  The certificate
   or certificates for shares of Common Stock as to which the Option shall be
   exercised shall be registered in the name of the person or persons
   exercising the Option.

             2.3  Restrictions on Exercise.  As a condition to his exercise
   of this Option, the COMPANY may require the person exercising this Option
   to comply with applicable laws or regulations.

        3.  Transferability of Option.  This Option may be transferred in any
   manner by will or the laws of descent or distribution and may be exercised
   during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.

        4.  Stock Subject to the Option.  The COMPANY shall set aside 250,000
   shares of the Common Stock which it now holds as authorized and unissued
   shares.  If the Option should expire or become unexercisable for any
   reason without having been exercised in full, the unpurchased shares which
   were subject thereto shall be free from any restrictions occasioned by
   this Option Agreement.  If the COMPANY has been listed on a stock
   exchange, the COMPANY will not be required to issue or deliver any
   certificate or certificates for shares to be issued hereunder until such
   shares have been listed (or authorized for listing upon official notice of
   issuance) upon each stock exchange on which outstanding shares of the same
   class may then be listed and until the COMPANY has taken such steps as
   may, in the opinion of counsel for the CORPORATION, be required by law and
   applicable regulations, including the rules and regulations of the
   Securities and Exchange Commission, and state blue sky laws and
   regulations, in connection with the issuance or sale of such shares, and
   the listing of such shares on each such exchange.  The COMPANY will use
   its best efforts to comply with any such requirements forthwith upon the
   exercise of the Option.

         5.  Adjustments Upon Changes in Capitalization.   If all or any
   portion of the Option is exercised subsequent to any stock dividend,
   split-up, capitalization, combination or exchange of shares, merger,
   consolidation, acquisition of property or stock, separation,
   reorganization, or other similar change or transaction of or by the
   COMPANY, as a result of which shares of any class shall be issued in
   respect of outstanding shares of the class covered by the Option or shares
   of the class covered by the Option shall be changed into the same or a
   different number of shares of the same or another class or classes, the
   person or persons so exercising such an Option shall receive, for the
   aggregate option price payable upon such exercise of the Option, the
   aggregate number and class of shares equal to the number and class of
   shares he or she would have had on the date of exercise had the shares
   been purchased for the same aggregate price at the date the Option was
   granted and had not been disposed of, taking into consideration any such
   stock dividend, split-up, recapitalization, combination or exchange of
   shares, merger, consolidation, acquisition of property or stock,
   separation, reorganization, or other similar change or transaction;
   provided, however, that no fractional share shall be issued upon any such
   exercise, and the aggregate price paid shall be appropriately reduced on
   account of any fractional share not issued.  Provided, however, any shares
   which are issued at or about this option price or pursuant to a warrant or
   options whose exercise price is at or above the exercise price provided in
   the agreement shall not be considered to be diluted for the purpose of
   this agreement and no adjustment will be made.



                          



        6.  Notices.  Each notice relating to this Agreement shall be in
   writing and delivered in person or by certified mail to the proper
   address.  Each notice shall be deemed to have been given on the date it is
   received.  Each notice to the COMPANY shall be addressed to it at its
   principal office, at 3737 Birch Street, Suite 300, Newport Beach,
   California 92660, to the attention of the Secretary of the COMPANY.  Each
   notice to the OPTIONEE or other person or persons then entitled to
   exercise the Option shall be addressed to the OPTIONEE or such other
   person or persons at the OPTIONEE's address set forth in the heading of
   this Agreement.  Anyone to whom a notice may be given under this Agreement
   may designate a new address by notice to that effect.

        7.  Benefits of Agreement.  This Agreement shall inure to the benefit
   of and be binding upon each successor of the COMPANY.  All obligations
   imposed upon the OPTIONEE and all rights granted to the COMPANY under this
   Agreement shall be binding upon the OPTIONEE's heirs, legal
   representatives, and successors.  This Agreement shall be the sole and
   exclusive source of any and all rights which the OPTIONEE, his heirs,
   legal representatives, or successors may have in respect to the Plan or
   any options or Common Stock granted or issued thereunder, whether to him,
   or herself, or to any other person.

        8.  Resolution of Disputes.  Any dispute or disagreement which should
   arise under, or as a result of, or in any way relate to, the
   interpretation, construction or application of this Agreement will be
   determined by the Board of Directors of the COMPANY.  Any determination
   made hereunder shall be final, binding, and conclusive for all purposes.


        IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this
   Agreement to be executed as of the day, month and year first above-
   written.


   COMPANY:                       METALCLAD CORPORATION
                                  a Delaware corporation


                                       /s/Grant S. Kesler
                                  By: ------------------------------
                                      GRANT S. KESLER, President



   (CORPORATE SEAL)




                                     /s/Douglas S. Land
   OPTIONEE:                        ---------------------------------
                                    DOUGLAS S. LAND