SECONDARY PLEDGE AGREEMENT

              THIS SECONDARY PLEDGE AGREEMENT is entered into as of this 18th
   day  of  June,  1998,  by  and  between  METALCLAD CORPORATION, a Delaware
   corporation  (the  "Pledgor"),  and GILMARTIN, POSTER & SHAFTO, a New York
   general partnership (the "Agent"), as agent for the Purchasers referred to
   in the Purchase Agreement defined below.

                              W I T N E S S E T H:

                 WHEREAS, pursuant to Purchase Agreement dated as of the date
   hereof  (the  "Purchase  Agreement") between the Pledgor and ULTRA PACIFIC
   H O L DINGS  S.A.  ("Purchaser"),  Purchaser  is  simultaneously  herewith
   purchasing  $252,812.50  aggregate  principal amount of the Pledgor s Zero
   Coupon Secured Note due August 3, 1998 (the "Notes"); 

                      WHEREAS, as more specifically set forth in the Purchase
   Agreement  and  the Note, upon the occurrence of certain contingent events
   not  certain to occur, Pledgor may become obligated to issue warrants (the
   "Warrants")  to  purchase  shares of the Pledgor s Common Stock, par value
   $0.10 per share;

                WHEREAS, as a condition precedent and as an inducement to the
   Purchaser  to  purchase  the Notes, the Pledgor has agreed to grant to the
   Agent  for  the  benefit  of  the  Purchasers  (as defined in the Purchase
   Agreement)  a  security  interest in the Collateral (as defined below), as
   more fully set forth herein;

             NOW, THEREFORE, in consideration of the foregoing and other good
   and  valuable  consideration, receipt of which is hereby acknowledged, the
   parties hereto hereby agree as follows:

                 1.  Definitions.  For the purposes hereof unless the context
   otherwise requires, the following terms shall have the meanings indicated:

                     1.1  "Collateral" shall mean (i) the Pledged Securities,
   (ii)  all  proceeds  of  the  Pledged  Securities, (iii) all other monies,
   securities  or other property at any time and from time to time receivable
   or  otherwise  distributed  in  respect of, or in exchange for, any of the
   Pledged  Securities  or  such  additional  securities, and (iv) all right,
   title,  and  interest  of  the Pledgor in and to the Trust Account and the
   proceeds thereof.

                    1.2  "Event of Default" shall mean an Event of Default as
   defined in the Purchase Agreement.

                    1.3  "MIC" shall mean Metalclad Insulation Corporation, a
   California corporation.  

                 1.4  "Obligations" shall mean the obligations of the Pledgor
   under the Purchase Agreement, the Note and this Agreement.


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                   1.5  "Pledged Securities" shall mean all of the issued and
   outstanding  share  capital of MIC, all of which is owned beneficially and
   of  record  by  the  Pledgor,  and which constitutes  1,000 shares, no par
   value.

                    1.6  "Trust Account" shall mean the Metalclad Corporation
   Trust  Account  with  Pacific  National  Bank,  Newport  Beach, California
   created pursuant to the terms of a Fund Trust Agreement dated May 27, 1998
   and  as  amended  and  restated  pursuant  to  the terms of an Amended and
   Restated Fund Trust Agreement dated June 16, 1998.

             2.  Pledge.  As security for the payment and performance in full
   of  all  of  the Obligations, the Pledgor hereby grants and pledges to the
   Agent  for the benefit of the Purchasers, and hereby grants to the Agent a
   security interest in, the Collateral.  The Agent acknowledges that Pledgor
   has  previously  granted  a security interest in the Pledged Securities to
   Sundial  International  Fund  Limited  and  Ultra Pacific Holdings S.A. on
   December  31,  1997  (the  "Sundial/Ultra Pledge") and that the pledge and
   s e c u rity  interest  granted  hereby  is  second  in  priority  to  the
   Sundial/Ultra Pledge.

                       3.   Delivery of Collateral to Agent. The Agent hereby
   acknowledges the prior delivery of certificates representing all shares of
   the  Pledged  Securities,  accompanied  by  stock powers or instruments of
   transfer, as the case may be, duly executed in blank by the Pledgor or its
   nominee, in connection with the Sundial/Ultra Pledge.

              4.  Registration in Nominee Name; Denomination. The Agent shall
   have  the  right  (in  its  sole  and absolute discretion) (i) to hold the
   certificates  or  other  instruments  or documents representing any of the
   Collateral  in its own name, the name of its nominee or in the name of the
   Pledgor,  endorsed or assigned in blank or in favor of the Agent, and (ii)
   upon the occurrence and during the continuation of an Event of Default, to
   exchange  the  certificates or other instruments or documents representing
   the Collateral for certificates of smaller or larger denominations for any
   purpose consistent with this Pledge Agreement.

                5.  Representations, Warranties and Covenants of the Pledgor.
   The Pledgor hereby represents and warrants to, and/or covenants and agrees
   with, the Agent as follows:

                   5.1  the Pledgor is duly organized and validly existing in
   good  standing  under  the  laws  of  the State of Delaware and is in good
   standing as a foreign corporation in all jurisdictions where the nature of
   its  properties  or business requires it to be qualified.  The Pledgor has
   the corporate power to own its properties and carry on its business as now
   being  conducted,  to  execute,  deliver and perform its obligations under
   this Pledge Agreement and to pledge to the Agent and to grant to the Agent
   a security interest in the Collateral;

                  5.2  the execution, delivery and performance of this Pledge
   Agreement  and  the  pledge  to  the Agent and the grant to the Agent of a
   security  interest  in the Collateral (i) have been duly authorized by all
   necessary  corporate  action  on  the  part  of the Pledgor, (ii) will not
   violate,  or involve the Agent or any of the Purchasers in a violation of,
   any  provision  of  any law or regulation or any order of any governmental


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   authority  or  any  judgment of any court applicable to the Pledgor or its
   properties  and  assets,  (iii)  will  not  violate  any  provision of the
   Certificate  of  Incorporation or By-Laws of the Pledgor or any indenture,
   any  agreement  for  borrowed  money,  any  bond,  note  or  other similar
   instrument or any other material agreement to which the Pledgor is a party
   or  by which the Pledgor or any of its property is bound or affected, (iv)
   will  not  be  in conflict with, result in a breach of or constitute (with
   due  notice  or lapse of time or both) a default under any such indenture,
   agreement  for  borrowed money, bond, note, instrument or other agreement,
   and (v) will not result in the creation, or imposition of any lien, charge
   or encumbrance of any nature whatsoever upon any property or assets of the
   Pledgor other than pursuant to this Pledge Agreement;

                  5.3  this Pledge Agreement constitutes the legal, valid and
   binding  obligation  of  the  Pledgor,  enforceable in accordance with its
   terms,  subject  (i)  as  to  the  enforcement  of remedies, to applicable
   bankruptcy,  reorganization, insolvency and other laws affecting creditors
   rights  generally  and to moratorium laws from time to time in effect, and
   (ii) to general equitable principles;

                  5.4  the Pledged Securities represent all of the issued and
   outstanding  shares  of  the  capital stock of MIC, all of which are owned
   beneficially and of record by the Pledgor;

                 5.5  the Pledgor has good title to the Collateral;

                       5.6  the Collateral is not subject to any other liens,
   security interests or encumbrances;

                    5.7  the Pledgor has the right to pledge and to grant the
   security  interest in the Collateral free of any encumbrances, and without
   the  consent  of  the  creditors of the Pledgor or any other person or any
   governmental authority whatsoever;

                      5.8  there is no material pending legal or governmental
   proceeding  to  which  the  Pledgor  is  a  party  or  to which any of its
   properties  is  subject,  which  proceeding will materially affect (i) the
   Pledgor  s  ability  to  perform  its  obligations  hereunder  or (ii) the
   Collateral;

                   5.9  this Pledge Agreement creates in favor of the Agent a
   valid,  binding  and  enforceable security interest in, and lien upon, all
   right,  title  and  interest  of  the  Pledgor in the Collateral and, upon
   delivery  of  the  Collateral  to  the  Agent, the Agent will have a fully
   perfected  first  and  prior security interest in and lien upon all right,
   title and interest of the Pledgor in the Collateral; and

                     5.10  the Pledgor will not create or permit to exist any
   lien,  security  interest  or  encumbrance  on  the  Collateral  except as
   permitted by this Agreement.

             6.  Voting Rights; Dividends; Etc.

                   6.1  The Pledgor shall be entitled to exercise any and all
   voting  and/or  consensual  rights  and  powers  accruing to owners of the
   Pledged  Securities  or  any part thereof for any purpose not inconsistent


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   with  the  terms  hereof,  at  all  times, except as expressly provided in
   Section 6.3 below.

                   6.2  Any dividends or distributions of any kind whatsoever
   (in  cash  or  otherwise)  received  by the Pledgor, whether declared on a
   regular,  periodic  basis or resulting from a subdivision, combination, or
   reclassification  of  the  outstanding  capital  stock  of  the issuer, in
   respect of the Pledged Securities, or received in exchange for the Pledged
   Securities,  or other Collateral or any part thereof or as a result of any
   merger,  consolidation,  acquisition, or other exchange of assets to which
   the  issuer may be a party, or otherwise, shall, be and become part of the
   Collateral  pledged  hereunder  and  shall immediately be delivered to the
   Agent to be held subject to the terms hereof.

                    6.3  Upon the occurrence and during the continuance of an
   Event  of Default, all rights of the Pledgor to exercise the voting and/or
   consensual  rights and powers which it is entitled to exercise pursuant to
   Section 6.1 shall cease, and all such rights shall thereupon become vested
   in  the Agent, which shall have the sole and exclusive right and authority
   to exercise such voting and/or consensual rights and powers.

             7.  Remedies Upon Default. 

                       7.1  If an Event of Default shall have occurred and be
   continuing,  the  Agent  may  sell the Collateral, or any part thereof, at
   public  or  private  sale  or  at  any broker s board or on any securities
   exchange,  for cash, upon credit or for future delivery as the Agent shall
   deem  appropriate  subject to the terms hereof or as otherwise provided in
   the  New  York  Uniform Commercial Code.  The Agent shall be authorized at
   any  such sale (if it deems it advisable so to do) to restrict to the full
   extent  permitted  by applicable law the prospective bidders or purchasers
   to  persons  who  will  represent  and  agree that they are purchasing the
   Collateral for their own account for investment and not with a view to the
   distribution  or  sale thereof, and upon consummation of any such sale the
   Agent  shall  have  the  right  to  assign,  transfer,  and deliver to the
   purchaser  or  purchasers  thereof  the  Collateral  so  sold.   Each such
   purchaser  at  any such sale shall hold the property sold absolutely, free
   from any claim or right on the part of the Pledgor.

                      7.2  The Agent shall give the Pledgor ten calendar days
   written  notice  of its intention to make any such public or private sale,
   or  sale  at  any broker s board or on any such securities exchange, or of
   any  other  disposition  of  the  Collateral.  Such notice, in the case of
   public sale, shall state the time and place for such sale and, in the case
   of  sale  at a broker s board or on a securities exchange, shall state the
   board  or  exchange  at which such sale is to be made and the day on which
   the Collateral, or portion thereof, will first be offered for sale at such
   board  or  exchange.    Any such public sale shall be held at such time or
   times  within  ordinary  business hours and at such place or places as the
   Agent  may  fix  and  shall state in the notice of such sale.  At any such
   sale,  the  Collateral,  or portion thereof, to be sold may be sold in one
   lot  as  an entirety or in separate parcels, as the Agent may (in its sole
   and  absolute  discretion) determine.  The Agent shall not be obligated to
   make  any  sale  of  the  Collateral  if  it shall determine not to do so,
   regardless of the fact that notice of sale of the Collateral may have been
   given.    The Agent may, without notice or publication, adjourn any public


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   or  private  sale  or  cause the same to be adjourned from time to time by
   announcement  at  the  time  and  place fixed for sale, and such sale may,
   without  further  notice,  be made at the time and place to which the same
   was  so  adjourned.  In case the sale of all or any part of the Collateral
   is  made on credit or for future delivery, the Collateral so sold shall be
   retained  by  the  Agent  until the sale price is paid by the purchaser or
   purchasers  thereof,  but  the Agent shall not incur any liability in case
   any  such  purchaser  or  purchasers shall fail to take up and pay for the
   Collateral  so  sold and, in case of any such failure, such Collateral may
   be  sold  again  upon  like notice.  At any sale or sales made pursuant to
   this  Section 7, the Agent may bid for or purchase, free from any claim or
   right  of  whatsoever  kind,  including  any  equity of redemption, of the
   Pledgor,  any  such  demand,  notice,  claim, right or equity being hereby
   expressly  waived  and  released, any or all of the Collateral offered for
   sale,  and  may make any payment on the account thereof by using any claim
   for  moneys  then  due  and  payable to the Purchasers by the Pledgor as a
   credit against the purchase price; and the Agent, upon compliance with the
   terms  of  sale,  may  hold,  retain and dispose of the Collateral without
   further  accountability  therefor to the Pledgor or any, third party.  The
   Agent  shall  in  any such sale make no representations or warranties with
   respect  to the Collateral or any part thereof and shall not be chargeable
   with  any  of  the  obligations or liabilities of the Pledgor with respect
   thereto.    As  an  alternative  to  exercising  the  power of sale herein
   conferred  upon  it, the Agent may proceed by a suit or suits at law or in
   equity to foreclose upon the Collateral under this Pledge Agreement and to
   sell  the  Collateral,  or  any portion thereof, pursuant to a judgment or
   decree of a court or courts having competent jurisdiction.

                8.  Application of Proceeds of Sale.  The proceeds of sale of
   the  Collateral  sold pursuant to Section 7 hereof shall be distributed by
   the Agent (after deduction of all costs and expenses incurred by the Agent
   while  enforcing  its rights pursuant to this Pledge Agreement, including,
   without limitation, reasonable attorneys  fees and expenses) to the holder
   of the Note, to be applied by the holder to the Obligations in such manner
   as it may deem appropriate.

                9.  Agent Appointed Attorney-in-Fact. Upon the occurrence and
   during the continuance of an Event of Default, the Pledgor hereby appoints
   the  Agent  its  attorney-in-fact  for  the  purpose  of  carrying out the
   provisions  of this Pledge Agreement and the pledge of, and the grant of a
   security  interest  in,  the  Collateral  hereunder  and the taking of any
   action  and  the  execution  of    any instrument which the Agent may deem
   n e c essary  or  advisable  to  accomplish  the  purposes  hereof,  which
   appointment is irrevocable and coupled with an interest.  Without limiting
   the  generality of the foregoing, the Agent shall have the right and power
   to  receive,  endorse  and  collect  all  checks  and other orders for the
   payment  of money made payable to the Pledgor representing any dividend or
   other  distribution  payable  in  respect  of  the  Collateral or any part
   thereof and to give full discharge for the same.

                10.  Federal Securities Laws.  In view of the position of the
   Pledgor  in  relation  to  the  Collateral, or because of other present or
   future  circumstances,  a  question  may arise under the Securities Act of
   1933,  as  amended,  as now or hereafter in effect, or any similar statute
   hereafter  enacted  analogous  in purpose or effect (such Act and any such
   similar  statute  as  from time to time in effect being hereinafter called


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   the  "Federal  Securities  Laws"),  with respect to any disposition of the
   Collateral  permitted  hereunder.  The Pledgor understands that compliance
   with  the  Federal  Securities  Laws may very strictly limit the course of
   conduct of the Agent if the Agent were to attempt to dispose of all or any
   part  of  the  Collateral,  and  may also limit the extent to which or the
   manner in which any subsequent transferee of any Collateral may dispose of
   the same.  Similarly, there may be other legal restrictions or limitations
   affecting  the  Agent  in any attempt to dispose of all or any part of the
   Collateral  under  applicable  blue sky or other state securities laws, or
   similar laws analogous in purpose or effect.  Under applicable law, in the
   absence  of an agreement to the contrary, the Agent may perhaps be held to
   have  certain  general  duties and obligations to the Pledgor to make some
   effort  towards  obtaining a fair price even though the Obligations may be
   discharged  or  reduced  by the proceeds of a sale at a lesser price.  The
   Pledgor clearly understands that the Agent is not to have any such general
   duty  or  obligation  to  it, and the Pledgor will not attempt to hold the
   Agent  responsible  for  selling  all  or any part of the Collateral at an
   inadequate  price, even if the Agent shall accept the first offer received
   or  does  not approach more than one possible purchaser.  Without limiting
   the  generality  of the foregoing, the provisions of this Section 10 would
   apply  if,  for  example,  the  Agent were to place all or any part of the
   Collateral for private placement by an investment banking firm, or if such
   investment  banking  firm  purchased all or any part of the Collateral for
   its  own account, or if the Agent placed all or any part of the Collateral
   privately with a purchaser or purchasers.

                   11.  Financing Statements.  So long as the Obligations are
   outstanding  and the security interest hereunder shall not have terminated
   in  accordance  with  Section 13 hereof, the Pledgor agrees to execute and
   deliver  to  the  Agent  such  UCC financing statements and any amendments
   thereto  or  continuations  thereof and any other documents or instruments
   and  to  give such notices as the Agent may deem necessary or desirable to
   perfect  the lien of the Agent on the Collateral.  If the Pledgor does not
   execute  and  deliver to the Agent any such financing statement, amendment
   or  other  document or instrument or give such notice within five calendar
   days  after  requested  by  the  Agent,  then  the Secured Party is hereby
   authorized  by the Pledgor to file such items or give such notice, without
   the  signature of the Pledgor or to execute such items as attorney-in-fact
   for  the  Pledgor.    The  Pledgor  further authorizes the Agent, upon the
   occurrence  and  during the continuation of an Event of Default, to notify
   any  obligors on instruments that all sums payable to the Pledgor relating
   to the collateral shall be paid directly to the Agent.

                 12.  Further Assurances.  Upon the request of the Agent, the
   Pledgor  hereby  agrees  duly  to execute and deliver, or cause to be duly
   executed  and delivered, from time to time, at the cost and expense of the
   Pledgor,  such  further  instruments as may be necessary or proper, in the
   reasonable judgment of the Agent, to carry out the provisions and purposes
   of  this  Pledge Agreement and to do all things necessary or advisable, in
   the  judgment  of  the  Agent,  to perfect and preserve the pledge and the
   security  interests  of  the  Agent hereunder and in the Collateral or any
   portion thereof.

             13.  Release of Collateral. 

                  13.1   The pledge and grant of the security interest in all


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   of  the  Collateral  hereunder shall terminate upon payment in full of the
   Obligations  or conversion, redemption or prepayment in full of all of the
   Notes pursuant to Section 2 of the Purchase Agreement.

                       13.2  At such time as the pledge and security interest
   hereunder  shall  terminate, the Agent shall, if requested by the Pledgor,
   execute  such UCC termination statements or other documents as Pledgor may
   reasonably  request,  and  assign  and  deliver to the Pledgor, or to such
   person or persons as the Pledgor shall designate, against receipt, such of
   the  Collateral  (if any) as shall not have been sold or otherwise applied
   by  the  Agent  pursuant  to  the  terms hereof, together with appropriate
   i n s t r uments  of  reassignment  and  release  and  share  certificates
   representing  the Collateral and any stock power or instrument of transfer
   executed in blank, as the case may be, then remaining in the possession or
   under  the  control  of the Agent.  Any such reassignment shall be without
   recourse  upon  or warranty by the Agent (other than as to such Collateral
   being  free  of  any  lien or encumbrance created by the Agent) and at the
   expense of the Pledgor.

                 14.  Notices.  Notices and other communications provided for
   herein shall be in writing and shall be delivered by hand or shall be sent
   by  telecopy  (and  if  sent by telecopy, shall be confirmed by registered
   mail,  return  receipt requested, or by overnight mail or courier, postage
   and delivery charges prepaid), to the following addresses:

             if to the Pledgor:

             Metalclad Corporation 
             2 Corporate Plaza, Suite 125 
             Newport Beach, California 92660 
             Phone:   (714) 719 1234 
             Fax No.: (714) 719 1240
             Attention:  Mr. Grant Kesler, President 

             with a copy to: 

             Gibson, Haglund & Johnson
             Koll Center Irvine
             2010 Main Street, Suite 400 
             Irvine, California 92614
             Phone: (714) 752 1100 
             FAX:   (714) 752 7144 or (714) 752 1188 
             Attention:  Bruce H. Haglund, Esq.

             if to the Agent:
             Gilmartin, Poster & Shafto 
             Attention:  Donald B. Shafto, Esq.  
             One William Street, 5th Floor
             New York, New York 10004 
             Phone:  (212) 425 3220 
             Fax No.:(212) 482 0848 or (212) 425 3130 

             with a copy to:

             Sundt & Co. Ltd.
             Attention:  Nick Murphy


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             11 St. James s Square
             London SW1Y  4LB  United Kingdom
             Phone:    011 44 171 930 5757 
   
          Fax No.:  011 44 171 930 1784

   with  a  copy  to each of the Purchasers at their addresses for receipt of
   notices set forth in the Purchase Agreement.  

   Whenever  any  notice is required to be given hereunder, such notice shall
   be  deemed  given  and such requirement satisfied only when such notice is
   delivered  or,  if  sent  by  telecopy,  when  received.  Addresses may be
   changed upon notice of such change given as provided in this Section 14.

             15.  Survival of Representations and Warranties.  All covenants,
   agreements,   representations  and  warranties  made  herein  and  in  any
   certificates  delivered  pursuant hereto shall survive the purchase by the
   Purchasers,  and  the execution and delivery, of the Notes pursuant to the
   Purchase  Agreement, and shall continue in full force and effect until the
   payment  in  full  of  the  Obligations  or the, conversion, redemption or
   prepayment  of  all  of  the  Notes  pursuant to Section 2 of the Purchase
   Agreement,  regardless  of  the  release  of part or all of the Collateral
   pursuant to the provisions of Section 13 hereof.

               16.  Successors.  Whenever in this Pledge Agreement any of the
   parties  hereto  is  referred to such reference shall be deemed to include
   the  successors and assigns of such party, and all covenants, promises and
   agreements  by  or  on  behalf  of the parties which are contained in this
   Pledge Agreement shall bind and inure to the benefit of the successors and
   assigns of all other parties.

               17.  Reimbursement of Agent.  The Pledgor agrees to pay to the
   Agent  an  amount equal to the amount of all costs and expenses, including
   reasonable  legal  fees  and disbursements, resulting from any Collateral,
   this  Pledge Agreement (including the preparation of this Pledge Agreement
   and  all  related  documents  whether or not the transactions contemplated
   hereby  are consummated) or the administration and enforcement or exercise
   of  any right or remedy granted to the Agent hereunder or thereunder.  The
   foregoing  indemnity  agreement  includes any reasonable costs incurred by
   the  Agent  in  connection  with  any  action  or  proceeding which may be
   instituted  in  respect  of  the  foregoing  by the Agent, or by any other
   person  either  against the Agent or in connection with which any officer,
   agent  or  employee  of  the  Agent  is  called  as a witness or deponent,
   including,  but  not  limited to, the reasonable fees and disbursements of
   any  counsel to the Agent, and any reasonable out-of-pocket costs incurred
   by  the  Agent  in  appearing  as a witness or in otherwise complying with
   legal process served upon it.

   If  the  Pledgor shall fail to do any act or thing which it has covenanted
   to  do hereunder or any representation or warranty of the Pledgor shall be
   breached,  the  Agent  may  (but shall not be obligated to) do the same or
   cause  it to be done or remedy any such breach and there shall be added to
   the  obligations  of  the  Pledgor  secured  hereby,  the  cost or expense
   incurred by the Agent in so doing, and any and all amounts expended by the
   Agent  in  taking  such  action  shall  be repayable to it upon its demand
   therefor  and  shall bear interest at 15% per annum from the date advanced
   to the date of repayment.


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   The  Pledgor  s obligations contained in this Section 17 shall survive the
   expiration or earlier termination of this Pledge Agreement.

             18.  Indemnification by Pledgor.  The Pledgor hereby indemnities
   and  holds  harmless  the  Agent and the Purchasers (to the fullest extent
   permitted  by  applicable law) from and against, and agrees that the Agent
   and  the  Purchasers shall have no liability or obligation arising out of,
   any and all claims, demands, losses, judgments, liabilities, penalties and
   expenses  (including,  without limitation,  reasonable attorneys  fees and
   disbursements) of any nature whatsoever, arising out of or related to this
   Pledge  Agreement  or  the  Collateral,  including  with  respect  to  the
   Collateral  any  such  claims  (i)  asserted  before  the taking of actual
   possession  or control of the relevant Collateral by the Agent pursuant to
   this  Pledge Agreement, (ii) arising out of any act of, or omission to act
   on  the  part  of,  any party prior to such taking of actual possession or
   control  by  the  Agent  (whether  asserted before or after such taking of
   possession or control), or (iii) arising out of any act on the part of the
   Pledgor, its agents or affiliates before or after the commencement of such
   actual possession or control by the Agent.

   All  indemnities contained in this Section 18 shall survive the expiration
   or earlier termination of this Pledge Agreement.

             19.  Governing Law.  This Pledge Agreement shall be governed by,
   and construed in accordance with, the laws of the State of New York (other
   than  any  conflict  of laws rule which might result in the application of
   the laws of any other jurisdiction).

                    20.  Failure to Act Not a Waiver.  Neither any failure to
   exercise, nor any delay on the part of the Agent in exercising, any right,
   power  or privilege hereunder shall operate as a waiver thereof, nor shall
   a  single  or  partial  exercise  thereof  preclude  any  other or further
   exercise of any right, power or privilege.

              21.  Modification.  No modification, amendment or waiver of any
   provision of this Pledge Agreement, and no consent to any departure by the
   Pledgor herefrom, shall in any event be effective unless the same shall be
   in  writing and signed by the Agent, and then such waiver or consent shall
   be  effective  only in the specific instance and for the purpose for which
   given.    No  notice to or demand on the Pledgor in any case shall entitle
   the  Pledgor to any other or further notice or demand in the same, similar
   or other circumstances.

                22.  Severability.  In case any one or more of the provisions
   contained   in  this  Pledge  Agreement  should  be  invalid,  illegal  or
   unenforceable in any respect, the validity, legality and enforceability of
   the remaining provisions contained herein shall not in any way be affected
   or  impaired  thereby.    To  the  extent permitted by applicable law, the
   parties  hereby  waive any provision of law which may render any provision
   hereof invalid, illegal or unenforceable in any respect.

             23.  Counterparts.  This Pledge Agreement may be executed by the
   parties  hereto  in separate counterparts, each of .which when so executed
   and  delivered  shall  be  an  original,  but  all such counterparts shall
   together  constitute  one and the same instrument, and all signatures need
   not appear on any one counterpart.


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<PAGE>




                     24.  Headings.  The headings and captions of this Pledge
   Agreement  are  for  convenience  of  reference only and shall not define,
   limit or otherwise affect any of the terms or provisions hereof.

                    25.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  THE
   PLEDGOR  HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
   LOCATED  WITHIN  THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY
   AGREES  THAT,  SUBJECT  TO  THE  ELECTION  OF  THE  AGENT,  ALL ACTIONS OR
   PROCEEDINGS RELATING TO THIS PLEDGE AGREEMENT OR THE SUBJECT MATTER HEREOF
   MAY  BE  LITIGATED  IN SUCH COURTS.  THE PLEDGOR ACCEPTS FOR ITSELF AND IN
   CONNECTION   WITH  ITS  PROPERTIES,  GENERALLY  AND  UNCONDITIONALLY,  THE
   EXCLUSIVE  JURISDICTION  OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
   FORUM  NON  CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
   RENDERED  THEREBY IN CONNECTION WITH THIS PLEDGE AGREEMENT AND THE SUBJECT
   MATTER  HEREOF.    THE  PLEDGOR  HEREBY  AGREES  THAT  SERVICE  UPON IT BY
   REGISTERED  MAIL,  RETURN  RECEIPT  REQUESTED, SHALL CONSTITUTE SUFFICIENT
   NOTICE  AND  SERVICE  OF PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT.
   NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
   PERMITTED  BY  LAW  OR  SHALL  LIMIT  THE  RIGHT  OF  THE  AGENT  TO BRING
   PROCEEDINGS  OR  OBTAIN  OR  ENFORCE  JUDGMENTS AGAINST THE PLEDGOR IN THE
   COURTS OF ANY OTHER JURISDICTION.

                 26.  WAIVER OF JURY TRIAL.  THE PLEDGOR AND THE AGENT HEREBY
   WAIVE  THEIR  RESPECTIVE  RIGHTS  TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
   ACTION  BASED  UPON OR ARISING OUT OF THIS PLEDGE AGREEMENT OR THE SUBJECT
   MATTER  HEREOF OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
   OF  THIS  TRANSACTION.    THE PLEDGOR AND THE AGENT ALSO WAIVE ANY BOND OR
   SURETY  OR  SECURITY  UPON  SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE
   REQUIRED  OF  THE  AGENT.   THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL
   ENCOMPASSING  OF  ANY  AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
   THAT  RELATE  TO  THE  SUBJECT  MATTER OF THIS PLEDGE AGREEMENT, INCLUDING
   WITHOUT  LIMITATION,  CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS,
   AND  ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THE PLEDGOR AND THE AGENT
   FURTHER  WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS
   LEGAL  COUNSEL,  AND  THAT  EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
   TRIAL  RIGHTS  FOLLOWING  CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS
   IRREVOCABLE,  MEANING  THAT  IT  MAY  NOT  BE MODIFIED EITHER ORALLY OR IN
   WRITING,  AND  THIS  WAIVER  SHALL  APPLY  TO  ANY  SUBSEQUENT AMENDMENTS,
   RENEWALS,  SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS PLEDGE
   AGREEMENT.    IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
   WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

















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<PAGE>




               IN WITNESS WHEREOF, the Pledgor and the Agent have caused this
   Secondary  Pledge  Agreement  to  be  executed  by  their  respective duly
   authorized officers, all as of day and year first above written.

   The Company:             METALCLAD CORPORATION 

                            By:
                               -------------------------
                            Name:  Grant S. Kesler
                            Title:  President


   Agent:                   GILMARTIN, POSTER & SHAFTO 


                            By:
                               -------------------------
                            Name:
                            Title:
































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