AGREEMENT AND GENERAL RELEASE
                            -----------------------------


               This Agreement and General Release (the "Agreement") is made
          and entered into, at Los Angeles, California, as of the 8th day
          of November, 1996, by and between P.W. Stephens Contractors,
          Inc., a California Corporation ("PWS"), EIF Holdings, Inc., a
          Hawaiian Corporation ("EIF"), American Eco Corporation, a
          Canadian Corporation ("AEC"), and Richard Raymond Austin, an
          individual ("Austin").

               WHEREAS, Austin was an employee, Chief Executive Officer and
          a Director of PWS and its parent corporation, EIF, and the owner
          of 5,526,861 shares of EIF common stock, representing a
          controlling interest therein, which shares were traded to Julbin
          International, Inc. ("Julbin") in a I.R.C. 368 (A)(1)(b)
          Reorganization in exchange for 300,000 negotiable shares of AEC
          common stock and other valuable consideration; and

               WHEREAS, on or about July 1, 1996, Austin commenced a
          lawsuit in the Superior Court of the State of California, County
          of Los Angeles, docketed as Richard R. Austin v. American Eco
                                      ---------------------------------
          Corporation, a Canadian corporation; EIF Holdings. Inc., a Hawaii
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          corporation; P.W. Stephens Contractors, Inc., a California
          ----------------------------------------------------------
          corporation; Julbin International, Inc., a British Virgin Islands
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          corporation; QHI Stephens Contractors, Inc., a California
          ---------------------------------------------------------
          corporation; Michael E. McGinnis, an individual; and Does 1-100,
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          Case Number BC152966 (the "Austin Complaint"); and

               WHEREAS, PWS, QHI Stephens Contractors, Inc. ("QHI"), EIF,
          AEC and Michael E. McGinnis ("McGinnis") have served and filed an
          Answer and have denied and continue to deny each and every
          material allegation set forth in the Austin Complaint and deny
          having committed any wrong to the injury of Austin, and PWS, EIF
          and AEC have filed a Cross-Complaint in said lawsuit against
          Austin and others (the "Cross-Complaint"), the allegations of
          with Austin denies; and

               WHEREAS, on or about August 5, 1996, Austin served on PWS
          and EIF a Demand for Arbitration before the American Arbitration
          Association, AAA Case No. 72 481 00807 96 (the "Arbitration");
          and

               WHEREAS, on or about August 8, 1996, Austin filed a
          complaint with the NASD by letter dated August 8, 1996 (the "NASD
          Complaint"); and


               WHEREAS, in order to avoid the further costs, burdens and
          risks of litigation, Austin, on the one hand, and PWS, EIF and
          AEC on the other hand, desire to settle fully and finally any and
          all differences between them, including, but not limited to,
          those differences embodied in the Austin Complaint, the
          Cross-Complaint, the Arbitration and the NASD Complaint, and any
          differences that might arise out of or relate to Austin's
          positions with PWS and EIF and the termination thereof, and
          Austin's exchange of EIF stock for AEC stock;

               NOW, THEREFORE, IT IS HEREBY AGREED THAT:

               1.   Austin's positions with EIF terminated on or before
          March 1, 1996.   Austin's positions with PWS terminated effective
          on July 16, 1996 (the "Termination Date").  As of the Termination
          Date, Austin maintains that he had resigned all positions held as
          an employee, officer and/or director of PWS, EIF, and any of
          their respective subsidiaries, parent corporations and/or
          affiliates.

               2.   (a)  Austin agrees not to enter, become or remain
          present on, or otherwise have access to, any of the premises or
          property of PWS, EIF, or any of their respective subsidiaries,
          without the prior written consent of PWS's President, except in
          the capacity of Landlord pursuant to applicable Lease agreements
          or as provided by law, and except for premises occupied by other
          tenants in any building occupied by PWS and/or EIF provided that
          Austin confine himself to those portions of the premises solely
          occupied by such other tenants, and the parking lot, driveways,
          ramps, and basement storage area.

                    (b)  Other than with the President of PWS, Austin
          agrees not to attempt, directly or indirectly, to initiate any
          communication with any other officer, director or employee of
          PWS, QHI, EIF, or any of their respective subsidiaries, for any
          purpose relating to the business of PWS, QHI, EIF, AEC, or any of
          their respective subsidiaries or affiliates, without the prior
          written consent of PWS's President.  Notwithstanding the
          foregoing, Austin may communicate with the President of PWS, or
          with any officer, director or employee of PWS, QHI or EIF
          designated in writing by the President of PWS, concerning the
          transfer and sale of the AEC stock hereunder and pursuant to
          Rider A hereto, any communications concerning the obligations of
          the parties under this Agreement, and any communications
          concerning the office lease between ADJ Partnership and PWS.

               3.   (a)  Austin represents and warrants that prior to or at
          the Closing he has returned to PWS, EIF and QHI any and all
          documents, software, equipment and all other materials or other
          things in Austin's possession, custody, or control, if any, which
          are the property of PWS, EIF or QHI including, but not limited
          to, any PWS, EIF, QHI identification, keys, and the like,
          wherever such items may have been located, as well as all copies
          of any business records of PWS, EIF or QHI; provided, however,
          that Austin shall be entitled to retain copies of his personal
          records which directly relate to his personal relationships with
          PWS, EIF or QHI such as, by way of example, but not limited to,
          his personal compensation, his taxes, his personal contracts, his
          personal correspondence relating to his personal contracts and/or
          termination, and/or his stock ownership (hereinafter Austin's
          "Personal Records").

                    (b)  Austin hereby represents that, other than those
          materials Austin has returned to PWS, EIF and QHI pursuant to
          Paragraph 3(a), above, Austin has not copied or caused to be
          copied, and has not printed-out or caused to be printed-out, any
          software, computer disks, or other documents other than those
          documents generally available to the public, or retained any
          other materials originating with or belonging to PWS, QHI, EIF or
          any of their respective subsidiaries, or controlling shareholders
          (other than his Personal Records) and that Austin will not do so
          or cause or permit any other person to do so on his behalf. 
          Austin further represents that Austin has not retained and will
          not retain in his possession any software, documents or other
          materials in machine or other readable form, which are the
          property of, originated with, were obtained or created in the
          course of Austin's employment, except for his Personal Records.

               4.   PWS, AEC and EIF represent and warrant that prior to or
          at the Closing they have returned to Austin any of his personal 
          files and property, if any, in their possession, custody, or
          control.

               5.   Austin shall be entitled to any rights guaranteed by
          the Consolidated Omnibus Budget Reconciliation Act of 1985
          ("COBRA").  Premium and other payments required for any continued
          health insurance coverage beyond the Termination Date, in
          accordance with COBRA, shall be the sole responsibility of
          Austin.

               6.   Austin represents, warrants, acknowledges and agrees
          that he has been paid for, and that none of PWS, EIF, QHI or AEC
          owes or shall owe Austin any wages, commissions, bonuses,
          vacation pay, severance pay, or other compensation or payments of
          any kind or nature whatsoever, other than as provided in this
          Agreement.

               7.   Austin hereby authorizes and instructs his attorneys,
          the law firm of Drummy King White & Gire, to execute and deliver
          to PWS's, EIF's and AEC's attorneys, the law firm of Troop
          Meisinger Steuber & Pasich LLP (to the attention of Anthony J.
          Oncidi, Esq.) and Reid & Priest LLP (to the attention of Jonathan
          D. Siegfried, Esq.), at the Closing of this Agreement, the
          original and two copies of (a) a Request for Dismissal With
          Prejudice, dismissing the Austin Complaint with prejudice and
          without fees or costs, (b) a Stipulation dismissing with
          prejudice and without fees or costs the Arbitration, and (c) a
          letter requesting dismissal with prejudice, and without fees or
          costs, of the NASD Complaint.  Austin consents to the filing of
          (a) such Request for Dismissal with the Superior Court of the
          State of California, County of Los Angeles, (b) such Stipulation
          dismissing the Arbitration with the American Arbitration
          Association, and (c) such letter dismissing the NASD Complaint.  

               8.   PWS, EIF and AEC hereby authorize and instruct their
          attorneys, the law firm of Troop Meisinger Steuber & Pasich LLP,
          to execute and deliver to Austin's attorneys, the law firm of
          Drummy King White & Gire, at the Closing of this Agreement, the
          original and two copies of a Request for Dismissal with
          Prejudice, dismissing the Cross-Complaint against Austin and Dawn
          Seubert with prejudice and without fees or costs, provided that
          Dawn Seubert, at the time of Closing, delivers to Troop Meisinger
          Steuber & Pasich LLP a release in form acceptable to PWS.  PWS,
          EIF and AEC consent to the filing of (a) such Request for
          Dismissal with the Superior Court of the State of California,
          County of Los Angeles, and (b) if their consent is required, such
          documents as may be necessary to dismiss the Arbitration,
          including without limitation the Stipulation referred to in
          Paragraph 7(b), above, and the NASD Complaint.  PWS, EIF, and AEC
          further authorize and instruct their attorneys, the law firm of
          Troop Meisinger, Steuber & Pasich LLP, to execute and deliver to
          Austin's attorneys, the law firm of Drummy King White & Gire, at
          the Closing of this Agreement, the original and two copies of a
          Request for Dismissal without Prejudice, dismissing the
          Cross-Complaint as to all remaining parties other than Richard
          Austin and Dawn Seubert without prejudice.  In exchange for the
          dismissal without prejudice of the Cross-Complaint, Patricia
          Kennedy and Consolidated Western Contractors, Inc. shall sign a
          separate letter agreement to be provided at the Closing by Austin
          by which they agree that, for a period of one hundred twenty
          (120) days following the Closing of this Agreement, if Patricia
          Kennedy and/or Consolidated Western Contractors, Inc. intend to
          file a lawsuit against PWS, EIF, or AEC, that they will give
          written notice to each party whom they intend to sue (from among
          PWS, EIF, and AEC) of such intent; such notice to be given two
          (2) weeks before filing any such lawsuit in order to give PWS,
          EIF and/or AEC the opportunity to re-file their claims, if any,
          against Patricia Kennedy and/or Consolidated Western Contractors,
          Inc.

               9.   In consideration of this Agreement: (a) PWS, EIF,
          and/or AEC shall at the Closing of this Agreement pay to Austin
          $35,000 by cashier's check as reimbursement of all expenses of
          Austin, whether or not such expenses have heretofore been
          submitted by Austin to PWS for payment; (b) AEC shall at the
          Closing deliver or cause to be delivered to Farmers and Merchants
          Bank of Long Beach (the "Bank"), as Escrow Agent, 300,000
          unrestricted and freely tradeable shares of AEC common stock (the
          "Shares") on an irrevocable basis (unless a court subsequent to
          the Closing should order otherwise by reason of a material breach
          of this Agreement by Austin) in accordance with and subject to
          the terms and conditions set forth in Rider A attached hereto and
          incorporated by reference, provided that the Bank first executes
          Rider A as Escrow Agent; and (c) AEC shall deliver to Austin at
          the Closing its guaranty, in form acceptable to ADJ Partnership,
          of the base rent to be paid by PWS to ADJ Partnership for
          November and December, 1996, inclusive, under the office lease
          between PWS and ADJ Partnership.

               10.  In further consideration of this Agreement, AEC shall
          provide to counsel for Austin at the Closing of this Agreement:
          (a) its guaranty, in form and substance satisfactory to the Bank
          (the "AEC Guaranty"), of the payment and performance of any loans
          made to PWS, EIF or QHI pursuant to the Optional Advance Note and
          Continuing Security Agreement dated on or about October 9, 1995,
          as amended by the Settlement Agreement dated August 9, 1996
          (hereinafter collectively the "Loan Agreement"); and (b) a
          Certificate of a duly authorized officer of AEC as to the
          incumbency, and setting forth a specimen signature, of each
          person who has signed the AEC Guaranty.  AEC acknowledges that
          Austin shall have the right to request that the Bank pursue and
          exhaust all security for any loans made under the Loan Agreement,
          including without limitation the AEC Guaranty, before pursuing
          any guaranty or security given by Austin to the Bank in
          connection with such loans.  Austin represents that other than
          the Loan Agreement, there are no other obligations or agreements
          entered into by him with the Bank on behalf of PWS, EIF, QHI or
          any of their subsidiaries, and PWS, EIF and QHI represent that
          since July 1, 1996, other than the Loan Agreement, there are no
          other obligations or agreements entered into by them or by any of
          their subsidiaries with the Bank for which Austin is liable.

               11.  In the event that the payment of the $35,000 described
          in Paragraph 9 above is set aside or ordered returned in whole of
          in part as a preference in any bankruptcy, judicial, or
          receivership proceeding filed by or against PWS and/or EIF, then
          within ten (10) days of written notice thereof by Austin to AEC,
          AEC shall pay to Austin that portion of the payment which Austin
          has been compelled or ordered to return or restore as a
          preference.

               12.  (a)  Subject to and except as to the covenants and
          obligations of the Company Releasees (as defined herein), or any
          of them, pursuant to the terms of this Agreement and Rider A
          hereto, Austin, in consideration of this Agreement and the mutual
          covenants set forth herein, and for other good and valuable
          consideration received from PWS, EIF, and AEC receipt whereof is
          hereby acknowledged, and in consideration of the mutual, general
          releases, in form acceptable to Austin, to be exchanged between
          Austin, on the one hand, and Julbin, QHI, and Michael E.
          McGinnis, on the other hand, at the Closing and as a condition to
          the Closing of this Agreement, hereby releases and forever
                                                -------- --- -------
          discharges PWS, EIF, AEC, McGinnis, QHI, Julbin and each of them
          ----------
          and each of their respective current, former, and future
          controlling shareholders, subsidiaries, related companies,
          predecessor companies, directors, officers, employees, agents,
          attorneys, successors, and assigns, and each of their current,
          former and future controlling shareholders, directors, officers,
          employees, agents, and attorneys of such subsidiaries, related
          companies, predecessor companies, and controlling shareholders,
          (PWS, EIF, AEC, McGinnis, Julbin, QHI and the foregoing other
          persons and entities are herein sometimes collectively referred
          to as the "Company Releasees"), from all actions, causes of
          action, suits, debts, dues, sums of money, accounts, reckonings,
          bonds, bills, specialties, covenants, contracts, controversies,
          agreements, promises, variances, trespasses, damages, judgments,
          extents, executions, claims, and demands whatsoever, whether
                                                               -------
          known or unknown, in law or equity, whether statutory or common
          ----- -- -------
          law, whether federal, state, local, or otherwise, including, but
          not limited to, any claims relating to, or arising out of any
          aspect of Austin's employment with PWS, QHI or EIF, any agreement
          concerning such employment, or the termination of such
          employment, and any agreement, transaction and/or relationship
          between Austin, on the one hand, and PWS, and EIF, QHI, AEC and
          Julbin, or any of them, on the other hand, including, but not
          limited to:  

                         (i)  any and all claims asserted, or which could
               have been asserted in the Austin Complaint, the NASD
               Complaint, the Arbitration or in response to the Cross-
               Complaint;

                         (ii) any and all claims of wrongful discharge or
               breach of contract, any and all claims for equitable
               estoppel, any and all claims for employee benefits,
               including, but not limited to, any and all claims under the
               Employee Retirement Income Security Act of 1974, as amended,
               and any and all claims of employment discrimination on any
               basis, including, but not limited to, any and all claims
               under Title VII of the Civil Rights Act of 1964, as amended,
               under the Age Discrimination in Employment Act of 1967, as
               amended, under the Civil Rights Act of 1866, 42 U.S.C. [S]
               1981, under the Civil Rights Act of 1991, as amended, under
               the Americans With Disabilities Act of 1990, as amended,
               under the Family and Medical Leave Act of 1993, under the
               Immigration Reform and Control Act of 1986, under the
               California Fair Employment and Housing Act, as amended, and
               under the California Labor Code, as amended;

                         (iii)     any and all claims under any other
               federal, state, or local labor law, civil rights law, fair
               employment practices law, or human rights law;

                         (iv) any and all claims of slander, libel,
               defamation, invasion of privacy, intentional or negligent
               infliction of emotional distress, intentional or negligent
               misrepresentation, fraud, and prima facie tort;

                         (v)  any and all claims for monetary recovery,
               including, but not limited to, back pay, front pay,
               liquidated, compensatory, and punitive damages, attorneys'
               fees, experts' fees, disbursements, and costs;

          which Austin, Austin's heirs, executors, administrators,
          successors, and assigns ever had or now have or hereafter can,
          shall or may have against the Company Releasees, or any of them,
          for, upon, or by reason of any matter, cause, or thing
          whatsoever, from the beginning of the world to the date of
          Austin's execution of this Agreement.

               (b)  By way of additional clarification, and without
          limitation or qualification of any of the provisions of
          Subparagraph 12(a), above, Austin, on behalf of himself and his
          heirs, executors, administrators, successors, and assigns hereby:

                         (i)  waives, and releases the Company Releasees
               from any obligation with respect to the signing bonus,
               promissory note, and life insurance policy described in
               Sections 1 and 2 of the Supplement and Amendment to
               Employment Agreement of P.W. Stephens with Richard R. Austin
               effective as of January 31, 1996; Austin hereby represents
               and warrants that he does not have an executed original of
               such promissory note nor a copy of any executed original and
               represents and warrants that he was never given an executed
               original promissory note and that he has not assigned,
               pledged, hypothecated or otherwise encumbered such
               promissory note, the signing bonus and life insurance; and 

                         (ii) acknowledges that the only rights, options,
               or warrants to purchase shares of capital stock of EIF that
               he owns, either of record or beneficially, are options to
               purchase 500,000 shares of EIF's common stock of an exercise
               price of $0.34 per share on or before January 31, 1999,
               which options were granted or otherwise referenced under the
               Settlement and Release Agreement made as of June 1995 and
               vested pursuant to the Mutual Release and Termination of
               Employment Agreement effective March 1, 1996 between Austin
               and EIF (the "Options") and represents and warrants that he
               has not heretofore exercised such Options, and agrees that
               all such Options are hereby canceled and terminated and of
               no further force and effect.

               13.  (a)  Subject to and except as to the covenants and
          obligations of Austin pursuant to the terms of this Agreement and
          Rider A hereto, PWS, EIF, and AEC (herein sometimes collectively
          called "PWS Releasors"), and each of them, in consideration of
          this Agreement and the mutual covenants set forth herein, and for
          other good and valuable consideration received from Austin,
          receipt whereof is hereby acknowledged, hereby release and
                                                         ------- ---
          forever discharge Austin and his attorneys, agents (other than
          ------- ---------
          companies in which Austin was an officer, director, partner or
          employee as of the Termination Date), heirs, executors, and
          administrators, successors and assigns, and each of them (Austin
          and the foregoing other persons and entities are hereinafter
          defined separately and collectively as the "Austin Releasees"),
          from all actions, causes of action, suits, debts, dues, sums of
          money, accounts, reckonings, bonds, bills, specialties,
          covenants, contracts, controversies, agreements, promises,
          variances, trespasses, damages, judgments, extents, executions,
          claims, and demands whatsoever, whether known or unknown, in law
                                          ------- ----- -- -------
          or equity, whether statutory or common law, whether federal,
          state, local, or otherwise, including, but not limited to, any
          claims relating to, or arising out of, any aspect of Austin's
          employment with PWS or EIF or with any of PWS's or EIF's
          subsidiary companies, any agreement concerning such employment
          and the termination of such employment, and any agreement,
          transaction and/or relationship between Austin, on the one hand,
          and PWS, EIF, QHI, Julbin and/or AEC, or any of them, on the
          other hand, including, but not limited to:

                         (i)  any and all claims asserted, or which could
               have been asserted against him in the Cross-Complaint, or in
               response to the Arbitration and the NASD Complaint;

                         (ii) any and all claims relating to or arising out
               of any Stock Purchase Agreement dated August 24, 1995 by and
               between Austin and Julbin;

                         (iii)     any and all claims relating to or
               arising out of Austin's service and/or status as an officer,
               employee, shareholder and/or director of PWS and/or EIF;

                         (iv) any and all claims of slander, libel,
               defamation, invasion of privacy, intentional or negligent
               infliction of emotional distress, intentional or negligent
               misrepresentation, fraud and prima facie tort;

                         (v)  any and all claims for monetary recovery,
               including, but not limited to, back pay, front pay,
               liquidated, compensatory, and punitive damages, attorneys'
               fees, experts' fees, disbursements, and costs;

          which the PWS Releasors, or any of them, and their respective
          current, former, and future controlling shareholders,
          subsidiaries, related companies, predecessor companies,
          directors, officers, employees, agents, attorneys, successors and
          assigns ever had, now have, or hereafter can, shall, or may have
          against the Austin Releasees, or any of them, for, upon, or by
          reason of any matter, cause or thing whatsoever from the
          beginning of the world to the date of this Agreement.  

               (b)  By way of additional clarification, and without
          limitation or qualification of any of the provisions of Paragraph
          13(a), above, PWS, EIF and AEC hereby release, hold harmless,
          indemnify, and agree to defend Austin in any action or proceeding
          with respect to any remaining guaranty by Austin with respect to
          any loans made to PWS, EIF and/or QHI by the Bank pursuant to the
          Loan Agreement including, but not limited to, any interest or
          expense relating thereto.

               14.  The parties hereto expressly waive and relinquish all
          rights and benefits afforded by Section 1542 of the Civil Code of
          the State of California ("Section 1542"), or by any other similar
          law of any other state or local jurisdiction, and do so
          understanding and acknowledging the significance and consequence
          of such specific waiver of Section 1542 or any other similar law. 
          Section 1542 of the Civil Code of the State of California states
          as follows:  

                    "A general release does not extend to claims which
                    the creditor does not know or suspect to exist in
                    his favor at the time of executing the release,
                    which if known by him must have materially
                    affected his settlement with the debtor."

          Thus, notwithstanding the provisions of Section 1542, or any
          other similar law, and for the purpose of implementing a full and
          complete release and discharge, the parties hereto each expressly
          acknowledges that this Agreement is intended to include in its
          effect, without limitation, all claims which such party does not
          now or suspect to exist in his or its favor at the time of
          execution hereof, and that this Agreement contemplates the
          extinguishment of any such claim or claims. 

               15.  Austin warrants and represents that he has no knowledge
          that any person or entity other than Austin is entitled to
          assert, holds, has asserted or intends to assert any claim based
          on or arising out of any alleged discriminatory, unlawful,
          wrongful, tortious, or other conduct, whether by act or omission,
          against Austin by the Company Releasees, or any of them,
          including, but not limited to, any and all claims for attorneys'
          fees, experts' fees, or damages resulting as a consequence
          thereof, based upon or seeking relief, in whole or in part, on
          account of actions or failures to act by the Company Releasees,
          or any of them, which may have occurred or failed to occur before
          Austin's execution of this Agreement.  Austin further represents
          and warrants that Austin has not assigned and shall never assign
          any such claim, and that in the event any such claim is filed or
          prosecuted by any other person or entity, Austin shall cooperate
          fully with the Company Releasees and shall move immediately to
          withdraw Austin's name and to disassociate himself completely
          from any such claim, shall request such person or entity to
          withdraw such claim with prejudice, and shall not voluntarily
          cooperate with or testify on behalf of the person or entity
          prosecuting such claim.  Austin further warrants and represents
          that he has no knowledge that any company of which he was an
          officer, director, employee or partner as of the Termination Date
          is entitled to assert, holds, has asserted or intends to assert
          any claim against the Company Releases, or any of them, except
          for claims by ADJ Partnership (relating to the PWS lease).

               16.  The PWS Releasors, and each of them, represent and
          warrant that they have no knowledge that any person or entity
          other than the PWS Releasors is entitled to assert, holds, has
          asserted or intends to assert any claim against the Austin
          Releasees, or any of them, based on or arising out of any alleged
          discriminatory, unlawful, wrongful, tortious, or other conduct,
          whether by act omission, against the PWS Releasors, or any of
          them, by Austin, including, but not limited to, any and all
          claims for attorneys' fees, experts' fees, or damages resulting
          as a consequence thereof, based upon or seeking relief, in whole
          or in part, on account of actions or failures to act by Austin
          which may have occurred or failed to occur before the PWS
          Releasors' execution of this Agreement.  The PWS Releasors, and
          each of them, further represent and warrant that they have not
          assigned and shall never assign any such claim, and that in the
          event any such claim is filed or prosecuted by any other person
          or entity, the PWS Releasors, and each of them, shall cooperate
          fully with Austin and shall move immediately to withdraw their
          name(s) and to disassociate themselves completely from any such
          claim, shall request such person or entity to withdraw such claim
          with prejudice, and shall not voluntarily cooperate with or
          testify on behalf of the person or entity prosecuting such claim.

               17.  Austin warrants and represents that, with the sole
          exception of the Austin Complaint, unlawful detainer proceedings
          brought by the ADJ Partnership, the Arbitration, and the NASD
          Complaint, Austin has not commenced, initiated, filed or joined
          as plaintiff, and Austin covenants and agrees not to initiate,
          commence, file, join as plaintiff, aid, or in any way prosecute
          or cause to be initiated, commenced or prosecuted against the
          Company Releasees, or any of them, whether directly or
          indirectly, personally or through or by a family member or other
          agent, representative, or surrogate, any action, charge,
          complaint, governmental investigation, criminal action or
          prosecution or other proceeding, whether administrative,
          judicial, legislative, or otherwise, including, but not limited
          to, any class action or shareholder derivative action, and
          including any claim or request for attorneys' fees, experts'
          fees, disbursements, or costs based upon or seeking relief, in
          whole or in part, on account of actions or failures to act by the
          Company Releasees, or any of them, which may have occurred or
          failed to occur before the date of Closing of this Agreement.  

               18.  The PWS Releasors, and each of them, warrant and
          represent, with the sole exception of the Cross-Complaint, that
          neither they nor any of their respective officers, directors,
          shareholders, attorneys, or agents have commenced, initiated,
          filed or joined as plaintiff, and the PWS Releasors, and each of
          them, covenant and agree that neither they nor any of their
          respective officers, directors, controlling shareholders,
          attorneys, or agents will commence, initiate, file, join as
          plaintiff, aid, or in any way prosecute or cause to be initiated,
          commenced or prosecuted against the Austin Releasees, or any of
          them, whether directly or indirectly, personally or through any
          agent, representative, or surrogate, any action, charge, 
          complaint, governmental investigation, criminal actions or 
          prosecutions, or other proceeding, whether administrative,
          judicial, legislative or otherwise, including, but not limited
          to, any class action or shareholder derivative action and
          including any claim or request for attorneys' fees, experts' fees
          disbursements, or costs based upon or seeking relief, in whole or
          in part, on account of actions or failure to act by the Austin
          Releasees, or any of them, which may have occurred or failed to
          occur before the date of Closing of this Agreement.

               19.  Austin agrees to cooperate reasonably and at no expense
          to Austin with PWS and/or EIF in the event that PWS and/or EIF,
          or either of them, become a defendant or respondent in or to any
          legal proceeding or claim arising out of or relating to the
          business or operations or activities of PWS and/or EIF, or either
          of them, during the period of Austin's employment with PWS or
          EIF.

               20.  (a)  PWS, EIF, and AEC agree to indemnify, defend and
          hold Austin harmless from and against any and all claims,
          demands, losses, liabilities, obligations, damages, recoveries,
          suits, judgments, causes of action, legal proceedings, penalties,
          fines, other sanctions and any costs and expenses, including
          interest and attorneys' fees and disbursements (collectively,
          "Claims") to which Austin may be exposed at any time that
          directly arise from, directly result from, or directly relate to
          the discharge by Austin of his duties as, or his status as, an
          officer, director, shareholder or employee of EIF and/or PWS with
          respect to:

                         (i)  any debt, liability, obligation or contract
          of, or Claims of any type against or relating to, PWS, EIF, QHI,
          and/or AEC, and each of them, and/or their respective
          subsidiaries, employees, agents, attorneys, successors, and
          assigns, whether contingent or absolute, direct or indirect,
          presently known or unknown, suspected or unsuspected, matured or
          unmatured, and whether incurred or accrued before or after the
          Closing of this Agreement; and

                         (ii) the past, present and future business,
          operations and/or management of PWS, EIF, QHI, and/or AEC.  

                    (b)  The indemnification, defense and hold harmless
          obligations of PWS, EIF, and AEC herein provided shall not apply
          to any Claim to which Austin is exposed resulting from (a) the
          conduct of Austin which is outside the reasonable course and
          scope of his authority as an officer, director, employee and/or
          shareholder of EIF and/or PWS, and/or (b) unlawful acts known or
          believed by Austin to be unlawful at the time they were
          performed.

               21.  Austin has kept and shall keep confidential, and,
          unless compelled by subpoena or court order, shall not hereafter
          disclose to any person, firm, corporation, governmental agency,
          or other entity, any trade secret, proprietary information, or
          confidential information of PWS, EIF, QHI, AEC, or any of their
          respective controlling shareholders, or subsidiaries.  By
          entering into this Agreement, Austin makes no representation or
          admission that any such information or material exists within his
          knowledge or possession.  In the event that Austin is served with
          a subpoena or court order or other notice to produce the
          foregoing information, Austin shall promptly give written notice,
          by fax, to PWS, Attention: Joseph Miller, and shall provide a
          copy of same to PWS so that PWS may object in a timely manner to
          such subpoena or notice.  

               22.  PWS, EIF, QHI and AEC, and any of their respective
          controlling shareholders, or subsidiaries on the one hand, and
          Austin and any corporation or other business entity with which
          Austin may be associated, whether as an employee, owner, or other
          capacity, on the other hand, shall be free to compete with and
          against the other as and to the full extent permitted by
          applicable law.

               23.  The releases and covenants set forth in Paragraphs 12,
          13, 14, 17, 18, and 31 herein shall not affect, extend to or
          include the rights and obligations of the parties under this
          Agreement which shall continue to exist after the Closing; nor
          will those releases and covenants affect, extend to or include
          the rights and obligations of the parties pursuant to the office
          lease between ADJ Partnership and PWS, and any guaranty of such
          Lease by AEC.

               24.  Should any provision of this Agreement be declared or
          determined by a court to be illegal or invalid, the validity of
          the remaining parts, terms, or provisions shall not be affected
          thereby, and said illegal or invalid part, term, or provision
          shall be deemed not to be a part of this Agreement.

               25.  (a)  The parties hereto agree that in the event of any
          breach by a party to this Agreement, or the fact that any
          representation made by a party to this Agreement in this
          Agreement was false when made, the breaching party shall
          indemnify and hold harmless the non-breaching party or parties
          from and against any and all loss, cost, damage, or expense,
          including, but not limited to, attorneys' fees and costs,
          incurred by the non-breaching party or parties, or any of them,
          as a result of such breach or misrepresentation.

                    (b)  The parties agree that the prevailing party in any
          action between any of them arising from or relating to any breach
          or alleged breach of this Agreement shall be entitled to recover
          reasonable attorneys' fees and experts' fees from the losing
          party in such action.

               26.  (a)  The parties hereto hereby acknowledge that in the
          event of a breach of the covenants or agreements in this
          Agreement, the non-breaching party or parties would not have an
          adequate remedy at law for money damages.  It is therefore agreed
          that the parties hereto, or any of them, in addition to and
          without limiting any other remedy or right they may have, will
          have the right to an injunction or other equitable relief in any
          court of competent jurisdiction enjoining any such breach and
          enforcing specifically the terms and provisions hereof, and the
          breaching party hereby waives any and all defenses the breaching
          party may have on the ground of lack of jurisdiction or
          competence of the court to grant such an injunction or equitable
          relief.

                    (b)  All rights, powers and remedies granted under this
          Agreement or otherwise available in respect hereof at law or in
          equity shall be cumulative and not alternative, and the exercise
          or beginning of the exercise of any thereof by either party shall
          not preclude the simultaneous or later exercise of any such
          right, power or remedy by such party.

               27.  This Agreement shall be binding upon, and inure to the
          benefit of the parties hereto and their successors and assigns. 
          28.  This Agreement shall be deemed to have been made at Los
          Angeles, California, and shall be interpreted, construed, and
          enforced pursuant to the laws of the State of California and in
          the state or federal courts of California.

               29.  The Closing of this Agreement, as referred to herein,
          shall take place on November 8, 1996, at 10:00 a.m., at the
          offices of Troop Meisinger Steuber & Pasich LLP, or under such
          other circumstances including time, date and place, as the
          parties may mutually agree.  All obligations created in this
          Agreement and all releases, representations, warranties,
          acknowledgments and covenants given herein shall be deemed
          binding and effective only upon the completion of the Closing of
          this Agreement. 

               30.  As used in this Agreement, the singular or plural
          number shall be deemed to include the other whenever the context
          so indicates or requires.

               31.  This Agreement, including the attached Rider A, sets
          forth the entire agreement between the parties hereto, and,
          effective as of the Closing, fully terminates and supersedes any
          and all prior agreements or understandings between Austin and the
          Company Releasees, or any of them, pertaining to the subject
          matter hereof, including, but not limited to, the January 1, 1993
          Employment Agreement between Austin and PWS, as subsequently
          amended, the Settlement and Release Agreement made as of June
          1995, the August 17, 1995 Amended Employment Agreement between
          Austin and EIF, as subsequently amended, the August 24, 1995
          Stock Purchase Agreement by and between Austin and Julbin, the
          February 28, 1996 Indemnification by and between Austin and PWS,
          EIF and AEC, and the Mutual Release and Termination of Employment
          Agreement effective March 1, 1996 between Austin and EIF, and may
          not be modified orally.  The foregoing notwithstanding, this
          Agreement shall not act to terminate, limit, amend, or supersede
          (i) the assignment by Austin to EIF of claims as against Grant K.
          Kidani or his affiliates, as set forth in Paragraph 6 of the June
          1995 Settlement Agreement between Austin and EIF; or (ii) the
          office lease between ADJ Partnership and PWS pertaining to the
          PWS business premises.

               32.  The parties to this Agreement expressly acknowledge,
          represent, and warrant that the terms and provisions of this
          Agreement herein stated are the only consideration for signing
          this Agreement; that no other promise or agreement of any kind
          has been made to or with any person or entity whatsoever to cause
          the signing of this Agreement; and that, in executing this
          Agreement, they are not relying and have not relied upon any
          representation or statement made by any of the other parties or
          their agents, representatives, or attorneys with regard to the
          subject matter, basis, or effect of this Agreement or otherwise;
          and that each of the parties hereto has the full power and
          authority to execute this Agreement, to make each of the
          representations, warranties, and acknowledgments herein, and to
          perform each of its covenants and obligations set forth or
          established herein.  Furthermore, each of the corporate parties
          to this Agreement represents that its execution and performance
          of this Agreement has been authorized by all required corporate
          action, and that the person signing for it has been properly
          authorized to do so.

               33.  Each party to this Agreement covenants and agrees to
          execute and deliver such other and further agreements,
          instruments and other documents reasonably necessary to
          effectuate, evidence and further the purposes of this Agreement
          and the transactions contemplated hereby.

               34.  This Agreement may be executed in one or more
          counterparts, each of which shall be deemed to be an original and
          all of which shall constitute one and the same instrument.

               35.  THE PARTIES TO THIS AGREEMENT EACH EXPRESSLY
          ACKNOWLEDGE, REPRESENT, AND WARRANT THAT THEY HAVE CAREFULLY READ
          THIS AGREEMENT AND GENERAL RELEASE; THAT THEY FULLY UNDERSTAND
          THE TERMS, CONDITIONS AND SIGNIFICANCE OF THIS AGREEMENT AND
          GENERAL RELEASE; THAT THEY HAVE HAD AMPLE TIME TO CONSIDER AND
          NEGOTIATE THIS AGREEMENT AND GENERAL RELEASE; THAT THEY HAVE
          ADVISED AND URGED THE OTHER TO CONSULT WITH AN ATTORNEY
          CONCERNING THIS AGREEMENT AND GENERAL RELEASE; THAT THEY HAVE HAD
          A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT AND GENERAL RELEASE
          WITH AN ATTORNEY, AND HAVE DONE SO OR HAS DECLINED TO DO SO; AND
          THAT THEY HAVE EXECUTED THIS AGREEMENT AND GENERAL RELEASE
          VOLUNTARILY, KNOWINGLY, AND WITH SUCH ADVICE FROM THEIR
          ATTORNEYS, AS THEY DEEMED APPROPRIATE.

               PLEASE READ CAREFULLY.  THIS AGREEMENT AND GENERAL RELEASE
          HAS IMPORTANT LEGAL CONSEQUENCES.

          P.W. STEPHENS CONTRACTORS, INC.



          By: /s/ David L. Norris               /s/ Richard R. Austin
             ---------------------------     ------------------------------
               Name: Executive Vice                RICHARD R. AUSTIN
               Title: President


          EIF HOLDINGS, INC.                 AMERICAN ECO CORPORATION



          By: /s/ Michael E. McGinnis        By:  /s/ Michael E. Mcginnis       
             ---------------------------        ---------------------------
               Name:                              Name:
               Title: President                   Title: President