PLEDGE AGREEMENT

        THIS PLEDGE AGREEMENT is entered into as of this 31st day of December
   1997, 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.

                                   WITNESSETH:

        WHEREAS, pursuant to Purchase Agreement dated as of the date hereof
   (the "Purchase Agreement") between the Pledgor and the purchasers named
   therein ("Purchasers" and individually a "Purchaser"), Purchasers are
   simultaneously herewith purchasing $2,200,000 aggregate principal amount
   of the Pledgor s Zero Coupon Secured Notes due December 31, 2002 (the
   "Notes");

        WHEREAS, as more specifically set forth in the Purchase Agreement and
   the Notes, upon the occurrence of certain contingent events not certain to
   occur, (i) Pledgor may become obligated to issue warrants (the "Warrants")
   to purchase an aggregate of 1,500,000 shares of the Pledgor s Common
   Stock, par value $0.10 per share, (ii) the Notes may become convertible
   into 1,000,000 shares (subject to adjustment in certain events) of the
   Pledgor s Common Stock, and (iii) the principal amount of Notes may be
   reduced from U.S. $2,200,000 to U.S. $1,500,000;

        WHEREAS, as a condition precedent and as an inducement to the
   Purchasers 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:

            (a)  "Collateral" shall mean (i) the Pledged Securities, (ii) all
   proceeds of the Pledged Securities, and (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.

            (b) "Event-of Default" shall mean an Event of Default as defined




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   in the Purchase Agreement.

            (c)  "MIC" shall mean Metalclad Insulation Corporation, a
   California corporation.

            (d)  "Obligations" shall mean the obligations of the Pledgor
   under the Purchase Agreement, the Notes and this Agreement.

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

        2.  Pledge.  As security for the payment and performance in full of
   all of the Obligations, the Pledgor hereby grants, pledges and delivers to
   the Agent for the benefit of the Purchasers, and hereby grants to the
   Agent a security interest in, the Collateral.

        3.  Delivery of Collateral to Agent.  Simultaneously herewith, the
   Pledgor is delivering to the Agent 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, and by such other instruments or documents as the Agent or its
   counsel shall reasonably request.

        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:

            (a)  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;

            (b)  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,




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   any provision of any law or regulation or any order of any governmental
   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;

            (c)  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;

            (d)  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;

            (e)  the Pledgor has good title to the Collateral;

            (f)  the Collateral is not subject to any other liens, security
   interests or encumbrances;

            (g)  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;

            (i)  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;

            (j)  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

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





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        6.  Voting Rights; Dividends; Etc.

            (a)  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 with the
   terms hereof, at all times, except as expressly provided in Section 6(c)
   below.

             (b)  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.

            (c)  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(a) 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.

            (a)  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.

            (b)  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




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   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 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
   holders of the Notes then outstanding, allocated among such holders in
   proportion, as nearly as practicable, to the respective unpaid principal
   amount of Notes then held by each such holder, to be applied by each such
   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




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   execution of any instrument which the Agent may deem necessary 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 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




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   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.

             (a)  The pledge and grant of the security interest in all 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.

             (b)  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
   instruments 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




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                             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
                             5th Floor
                             One William Street
                             New York, New York 10004
                             Phone:(212) 425 3220
                             Fax:(212) 482 0848 or (212) 425 3130
                             Attention: Donald B. Shafto, Esq.

   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,




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   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.

        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




   <PAGE>                             9
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   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.

        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




   <PAGE>                             10
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   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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        IN WITNESS WHEREOF, the Pledgor and the Agent have caused this Pledge
   Agreement to be executed by their respective duly authorized officers, all
   as of day and year first above written.

                          METALCLAD CORPORATION

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



                          GILMARTIN, POSTER & SHAFTO

                          By:   /s/Donald B. Shafto
                              --------------------------------
                              Name: Donald B. Shafto
                              Title: Partner

































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