RENEWAL, EXTENSION AND MODIFICATION
                          REVOLING LINE OF CREDIT NOTE

$15,000,000                      Houston, Texas                     July 31 1997

WHEREAS,  EIF HOLDINGS,  INC., Hawaii corporation  ("Maker") heretofore executed
and delivered to AMERICAN ECO CORPORATION,  an Ontario,  Canada corporation (The
"Payee") a certain  promissory  note (the  "note"),  dated March 1, 1996, in the
original  principal  amount of Five Million Two Hundred Fifty  Thousand  Dollars
($5,250,000); and

WHEREAS, the original Note matures as of the date hereof;

WHEREAS,  the parties desire to renew and extend the unpaid principal balance of
the note  including  the  accrued  interest  on the  unpaid  principal  balance,
calculated from the date of each advance through date hereof.

NOW THEREFORE,  IN CONSIDERATION  OF THE PREMISES  DESCRIBED ABOVE AND FOR VALUE
RECEIVED, the Maker hereby promises to pay to the order of Payee in lawful money
of the United  States,  up to the  principal  sum of Fifteen  Mllion and no/100s
(U.S.  $15,000,000),  with interest at the rate of two (2%) percent in excess of
the Prime Rate (as  defined  in the Note) per annum on the  unpaid and  advanced
principal balance hereof from the date hereof until maturity.

Maker shall have  right,  but shall not be  required,  to from time to time make
partial repayment of the outstanding principal balance hereof prior to maturity,
and in such event, Maker shall have the right to request  re-advancement of such
partial repayments in accordance with the terms hereof.

The principal amount hereof and all accrued interest shall be due and payable as
follows:

           On or before February 18, 1998.

Past due payments hereunder shall bear interest at the rate of 12% per annum.

Both  principal and interest are payable in lawful money of the United States of
America and in immediately  available  funds to Payee at Houston,  Texas,  or at
such other places Payee may designate in writing.

If this note is placed in the hands of an atorney  for  collection,  or if it is
collected  through any legal  proceedings,  the Maker  agrees to pay  reasonable
attorneys' fees and other costs of the collection,  including but not limited to
court costs, ofthe holder hereof.

The Maker  waives  presentment  and demand for payment,  protest,  and notice of
protest, nonpayment and acceleration, and agrees that its liability on this Note
shall not be affected by any renewal or extension in the time of payment hereof,
by any indulgences, releases or changes.

              Conversion Upon Closing of Stock Purchase Agreement
              ---------------------------------------------------
The Maker and Payee entered into a Stock Purchase Agreement on February 2, 1996,
pursuant to which the Payee will purchase  10,000,000  shares of Maker's  Common
Stock for $1,000,000.  The closing of the Stock Purchase Agreement is contingent
upon  Maker's  shareholders  approving  an increase  in the number of  auhorized
shares of Maker's Common Stock.

Page 44
<PAGE>

In the event that the Stock Purchase  Agreement is  consummated,  on the date of
its closing the  outstanding  principal  balance of the Line of Credit  shall be
reduced  by  $1,000,000,  as  payment  of the  Payee's  purchase  price  for the
10,000,000  shares of  Maker's  Common  Stock  pursuant  to the  Stock  Purchase
Agreement.  The  maker  shall be  entitled  to a  re-advance  of the  $1,000,000
reduction in principal of the Line of Credit.

                     Conversion at the Option of the Payee
                     -------------------------------------

1.   Conversion Priviledge.
     ----------------------

     (a.) The Payee is entitled,  at its option, at any time after the execution
of  this  Line  of  Credit,  to  convert  any of or all of the  then-outstanding
principal  amount of the Line of Credit  into  Common  Shares of the Maker  (the
"Common  Shares") at the conversion price set forth in subsection (b) below. The
number of Common Shares issuable upon the conversion of the Line of Credit shall
be determined by dividing the  outstanding  principal  amount by the  conversion
Price (as hereinafter defined) and rounding the result down to the nearest whole
share.

     (b.) The conversion  price for each Common Share (the  "Conversion  Price")
shall be equal to 85% of the  five-day  weighted  average  closing  price of the
Common  Shares as quoted in the  over-the-counter  "pink  sheets" or  applicable
exchange immediately prior to the conversion date (defined below).

     (c.) If the Payee elects to convert the Line of Credit into Common  Shares,
the entire outstanding  principal amount of the Line of Credit at the Conversion
Date must be  converted.  All accrued and unpaid  interest on the Line of Credit
through  the  Conversion  Date  shall be  treated as  oustanding  principal  and
converted into Common Shares.

2.   Conversion Procedure.
     ---------------------

     (a.) The  conversion  described in Section 1. shall be  effectuated  by the
Payee delivering to the Maker an executed Notice Conversion,  a form of which is
attached  hereto,  which will  communicate the Payee's  intention to convert the
Line of Credit. No fractional shares of scrip  representing  fractions of Common
Shares will be issued upon  conversion,  but the number of shares issuable shall
be  rounded  down to the  nearest  whole  share.  The  date on which  notice  of
conversion is effective (the  "Conversion  Date") shall be deemed to be the date
on which the Payee has  delivered  to the Maker a  facsimile  or original of the
signed  Notice  of  Conversion,  and the  Common  Shares  will be  delivered  in
accordance with subsection (b) below.

     (b.) Within five trading days after receipt of the  documentation  referred
to in (A.) above, the Maker shall deliver a certificate for the number of Common
Shares  issuable upon the conversion and a check for any fraction of a share. It
shall be the Maker's  responsibility  to take all necessary  actions and to bear
all such costs to issue the Common Shares as provided herein,  including but not
limited to seeking  shareholder  approval for  additional  authorized  shares of
Common Stock,  if necessary.  The person in whose name the certificate of Common
Shares is to be registered  shall be treated as a  shareholder  of record on and
after the Conversion Date.

3.   Fractional Shares.
     ------------------
The Maker shall not issue  fractional  Common Shares upon conversion of the Line
of Credit.

4.   Taxes on Conversion.
     --------------------
The Maker shall pay any  documentary,  stamp or similar  issue of Common  Shares
upon the conversion of the Line of Credit. However, the Payee shall pay any such
tax which is due  because of the  Common  Shares are issued in a name other than
its name.

                                       2
Page 45
<PAGE>

5.   Company to Reserve Common Shares.
     ---------------------------------
The Maker  shall use its best  efforts  to  reserve  out of its  authorized  but
unissued Common Shares enough Common Shares to permit the conversion of the Line
of Credit.  All Common  Shares  which may be issued upon the  conversion  hereof
shall be fully paid and non assessable.

6.   Mergers, Etc.
     -------------

If the  Maker  merges  or  consolidates  with  another  corporation  or sells or
transfers  all of its  assets to anoher  person  and the  holders  of its Common
Shares are entitled to receive  shares,  securities or property in respect of or
in exchange for Common  Shares,  then as a condition  of merger,  consolidation,
sale or transfer,  the Maker and any such  successor,  purchaser  or  transferee
shall amend the Line of Credit to provide that it may be thereafter be converted
on the terms and  subject to the  conditions  set forth  above into the kind and
amount  of  shares,   securities  or  property   receivable  upon  such  merger,
consolidation,  sale or transfer by a holder of the number of Common Shares into
which the Line of Credit  might  have been  converted  immediately  before  such
merger,  consolidation,  sale or transfer, subject to adjustments which shall be
as nearly  equivalent as may be practicable to adjustments  provided for in this
agreement.

This Note is given in renewal, extension,  enlargement and modification, but not
in cancellation,  discharge or extinguishment of the Note (described above), the
terms and  provisions  of which are  incorporated  herein by  reference  for all
purposes,  except where in conflict with the provisions herein,  which event the
terms of this renwal note shall control.


                                       MAKER:

                                       EIF HOLDINGS, INC.

                                       By:    /s/ Frank J. Fradella
                                              -------------------------
                                       Name:  Frank Fradella
                                              -------------------------
                                       Title: President
                                              -------------------------

ACCEPTED AND AGREED TO:

PAYEE:

AMERICAN ECO CORPORATION

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


                                       3
Page 46
<PAGE>

                              NOTICE OF CONVERSION
                              --------------------

      (To be executed by the Payee in order to convert the Line of Credit)

The undersigned  hereby  irrevocably  elects, as of , to converts $ constituting
the entire  outstanding  principal amount of the Line of Credit plus accrued and
unpaid  interest  through the date  specified  above,  intoCommon  Shares of EIF
HOLDINGS,  INC. according to the conditions set forth in the Renewal,  Extension
and Modification of the Revolving Line of Credit Note dated July 31, 1997.


Date of Conversion:
                    -----------------------------------------
Applicable Conversion Price:
                             --------------------------------
Amount of Shares to be Issued:
                              -------------------------------

PAYEE:

AMERICAN ECO CORPORATION

BY:
       -------------------------------------
NAME:
       -------------------------------------
TITLE:
       -------------------------------------

                                       4
Page 47