PROMISSORY NOTE
                               LINE OF CREDIT AGREEMENT


          Amount Of Line of Credit                                     Date
          $5,250,000.00                                       March 1, 1996


          FOR VALUE  RECEIVED, EIF  HOLDINGS, INC., ("Borrower"),  a Hawaii
          corporation, hereby  enters into  this line of  credit agreement,
          ("Line of Credit") and promises to pay to the  order AMERICAN ECO
          CORPORATION,  ("Lender"),  an  Ontario  Canada  corporation,  its
          successors and assigns at 11011 Jones  Road, Houston, Texas, USA,
          or  at  other place  as might  be  designated in  writing  by the
          Lender, the outstanding principal sum of Line of Credit, together
          with interest with a variable  rate, equal to the Line of  Credit
          Rate, (as hereafter defined), in United States dollars.

          1.   Interest:
          --------------
               The interest rate on the outstanding principal balance shall
          be  equal to  two percent (2%)  in excess  of the  Prime Rate (as
          herein after  defined) per annum,  (the "Line  of Credit  Rate").
          The Line of  Credit Rate charged hereunder will  change effective
          on the date  of change in  the Prime Rate  without notice to  the
          Borrower.  As used in this  Line of Credit, the term "Prime Rate"
          means the interest per annum most recently announced by Citibank,
          N.A.  New York, New York, for the  guidance of its officer as its
          prime lending rate or,  if the foregoing index is  not available,
          the highest  prevailing base  interest rate charged  on corporate
          loans by large  United States  money center  commercial banks  as
          published from time  to time in the  "Money Rates" column of  the
          Wall Street  Journal.   Prime  rate  is currently  eight  percent
          (8.0%)  per annum and the Borrower acknowledges that this Line of
          Credit will bear interest at rate two percent (2.0%) in excess of
          eight  percent (8.0%) or ten  percent (10%) per  annum, until the
          date of a change in the Prime Rate.  Interest  will be calculated
          on  the basis  of the  actual days  elapsed based  on a  per diem
          charge computed over a year  composed of three hundred sixty-five
          (365) days.

          2.   Advances:
          --------------
               Borrower must request all advances under this Line of Credit
          in  writing and signed by  as authorized party,  as designated in
          advance  by  the Borrower.   All  authorized  parties must  be so
          designated in writing by  the Borrower's Board of Directors.   If
          the  Borrower is  not  in  default or  an  Event  of Default  (as
          hereafter  defined), has  not occurred,  Borrower may  request an
          advance up to  the total amount of this Line  of Credit, less the
          then  current outstanding principal  balance.  In  no event shall
          the advance  requested plus  the unpaid principal  balance exceed
          the total amount of the Line of Credit.  No advances will be made
          after the Maturity Date (as hereafter defined).  Advances will be
          transferred to the designated bank account via bank draft,  check
          or wire transfer  as requested by the Borrower.   On the date the
          advance  is sent by  the Lender, it  will be added  to the unpaid
          principal balance and  accrue interest as  indicated above.   Any
          costs  charged by a third-party for sending the advance, or wire,
          will be deducted from the  amount of the advance or added  to the
          outstanding principal balance of the Line of Credit.

          3.   Payments:
          --------------
                    The entire outstanding Principal balance of the Line of
          Credit  will be  due  and payable  on  July 31,  1997  ("Maturity
          Date").  Interest on the outstanding Principal balance is due and
          payable on the  first day of each and every  month.  All payments
          received by the  Lender shall  be first applied  to any  interest
          balance  due, at  the  rate herein  specified,  on the  date  the
          payment  is received and then  to principal.   The Borrower shall
          have the right at any time to prepay the Line of Credit, in whole
          or in part, without penalty.  The Line of Credit will not be paid
          in  full however,  until  all outstanding  principal and  accrued
          interest  is  paid in  full.   This is  not  a revolving  line of
          credit,  and  Borrower shall  not be  entitled to  re-advances of
          principal payments made by the Borrower.

          4.   Borrower's Breach of Default:
          ----------------------------------
               On the breach by  the Borrower of any material  provision of
          this Line of Credit or the occurrence of any Event of Default (as
          defined herein), or the occurrence of a default by Borrower under
          any  other instrument  now  or hereafter  evidencing or  securing
          payment of the indebtedness hereby evidenced or on the default in
          payment or performance under any instrument governing, evidencing
          or  securing payment  of the  Principal balance  of this  Line of
          Credit,  at the option of  the Lender and  upon immediate written
          notice to the Borrower, the entire indebtedness evidenced by this
          Line  of   Credit  will  become  immediately   due,  payable  and
          collectible  then  or  thereafter  as  the  Lender  might  elect,
          regardless  of the  date  of maturity  of  this Line  of  Credit.
          Failure by the Lender to exercise such option will not constitute
          a  waiver of the right to exercise  the same on the occurrence of
          any subsequent Event of Default.

               The makers,  endorsers, sureties,  guarantors and  all other
          persons  who might  become  liable for  all or  any part  of this
          obligation severally  waive presentment for payment,  protest and
          notice of nonpayment.   Such parties consent to any  extension of
          time  (whether one or more) of payment  hereof, release of all or
          any  part of the collateral securing payment hereof or release of
          any  party liable for  the payment of this  obligation.  Any such
          extension or release may be made without notice to any such party
          and  without discharging  such party's  liability hereunder.   If
          more than one maker  executes this Line of Credit,  the liability
          of each of the undersigned is and shall be joint and several.

          5.   Event of Default:
          ----------------------
               When used herein, the term  "Event of Default" shall include
          the following events:

               A.   Nonpayment.  The nonpayment when due of any installment
                    -----------
               of interest or principal owing under the Line of Credit.

               B.   Representations and Warranties.  Any representations,
                    -------------------------------
               statement, certificate, schedule or report made or furnished
               to  the Lender by or on behalf  of the Borrower proves to be
               false  or erroneous in any  material respect at  the time of
               the making thereof.

               C.   Insolvency; Bankruptcy.  The insolvency (meaning an
                    -----------------------
               inability  to  pay  debts as  the  same  become  due or  the
               existence of  liabilities in excess of  assets) of Borrower,
               or   the   institution   of    bankruptcy,   reorganization,
               liquidation, receivership or  conservatorship proceeding  by
               or against Borrower.

               D.   Judgment.  Entry by any court of a final uninsured
                    ---------
               judgment against Borrower which  is not discharged or stayed
               to the satisfaction of the Lender.

               E.   Other Borrowing.  If any debt that is not currently
                    ----------------
               senior, becomes senior to this promissory note.

               F.   Other Debt.  The default in payment or acceleration of
                    -----------
               the  maturity of any  indebtedness of Borrower  owing to any
               other person.

               G.   Adverse Change.  The occurrence of a material adverse
                    ---------------
               change in the financial condition of Borrower.

               H.   Ownership and Management.  A change in the ownership or
                    -------------------------
               management of  Borrower shall occur which  is unsatisfactory
               to Lender.

               I.   Corporate Existence.  Any act or omission (formal or
                    --------------------
               informal)  of  Borrower leading  to,  or  resulting in,  the
               termination,  invalidation  (partial or  total), revocation,
               suspension,  interruption  or unenforcibility  of Borrower's
               corporate   existence,   rights,  licenses,   franchises  or
               permits, or  the transfer  or disposition (whether  by sale,
               lease  or otherwise) to any  person of all  of a substantial
               part  of the  Borrower's  property outside  of the  ordinary
               course of business.

               J.   Other Events of Default.  Any sale, transfer  or pledge
               of
                    ------------------------
               permits, equipment, common stock  in subsidiary or any other
               asset of Borrower without Lender's prior written consent.

               This Line of Credit is intended to strictly conform with all
          usury  laws   to  the  extent  applicable   to  the  transactions
          contemplated hereby.  The  provisions of this Line of  Credit and
          of  all agreements between the Borrower and the Lender are hereby
          expressly  limited so that in no contingency or event whatsoever,
          shall  the amount contracted for,  charged, paid or  agreed to be
          paid to the Lender for the use, forbearance or retention of money
          or  credit  hereunder  or   otherwise  exceed  the  maximum  rate
          permitted  by   laws  therefor.     If,  from   any  circumstance
          whatsoever, performance or fulfillment any provision hereof or of
          any  agreement between the Borrower and Lender shall, at the time
          of  the execution  and  delivery  thereof,  or  at  the  time  or
          performance of such provision shall be due, involve or purport to
          require  any payment in excess  of the limits  prescribed by law,
          the  obligation to  be performed  or fulfilled  shall  be reduced
          automatically  to  the  limit   prescribed  by  law  without  the
          necessity of the execution of any amendment or new document.

          6.   Late Charges and Collection Costs:
          ---------------------------------------
               The Borrower agrees  that if, and as often as,  this Line of
          Credit is placed in the hands of an attorney for collection or to
          defend  or enforce any of the  Lender's rights under this Line of
          Credit  or   otherwise  relating   to  the  indebtedness   hereby
          evidenced,   the  Borrower  will   pay  the  Lender's  reasonable
          attorney's fees, all court costs and all  other expenses incurred
          by the Lender in connection therewith.   The Lender may collect a
          late  charge  equal  to  one  percent  (1%)  of  the  outstanding
          principal balance  if monthly interest payments  are not received
          by the Lender  within ten (10)  days after the  due date of  such
          payment.  Such late charge represents the estimate  of reasonable
          compensation for the loss  which will be sustained by  the Lender
          arising  from the Borrower's failure  to make timely payments and
          may be collected without prejudice to the rights of the Lender to
          collect any other amounts arising from the  Borrower's default in
          payment or to accelerate the maturity of the indebtedness  hereby
          evidenced.

          7.   Default Rate of Interest:
          ------------------------------
               In addition to the  foregoing late charge, at the  option of
          the  Lender, after  the occurrence  of any  Event of  Default (as
          defined herein), the unpaid  balance of this Line of  Credit will
          bear interest at  that rate which is  equal to ten percent  (10%)
          per annum in excess of the Prime Rate and such interest which has
          accrued will be paid at the  time of and as a condition precedent
          to  curing any Default (as defined herein).  During the existence
          of any Default,  the Lender  may apply payments  received on  any
          amount due hereunder or under the terms of  any instrument now or
          hereafter evidencing or securing  payment of this indebtedness as
          the Lender determines from time to time.

               This Line of Credit  is issued by the Borrower  and accepted
          by  the  Lender pursuant  to  a  lending transaction  negotiated,
          consummated and  to be performed in City of Industry, California.
          This Line of Credit is to be construed according to the  internal
          laws  of the  State of California.   All actions  with respect to
          this Line of Credit  or any other instrument securing  payment of
          this Line  of Credit  will be  instituted in  a state  or federal
          court  sitting in Orange County, California.  By the execution of
          this Line of Credit, the Borrower irrevocably and unconditionally
          submits to the jurisdiction (both subject matter and personal) of
          each such court and irrevocably and unconditionally waives:   (a)
          any objection the  Borrower might  now or hereafter  have to  the
          venue  in  any  court; and  (b)  any  claim  that  any action  or
          proceeding  brought  in any  such court  has  been brought  in an
          inconvenient forum.

          8.   Waiver and Notice:
          -----------------------
               Borrower hereby  otherwise  waives presentment,  demand  for
          payment,  notice of  dishonor,  notice  of  default or  Event  of
          Default, notice of protest,  and all other notices or  demands in
          connection with the delivery, acceptance, performance, default or
          guarantee of  this Line of Credit.   No delay or  omission on the
          part  of the Lender in exercising any right hereunder against the
          Borrower, shall operate as a waiver of such right or of any other
          rights  under  this  Line of  Credit.    Waiver  on any  specific
          occasion against  the Borrower shall not be construed as a bar to
          or waiver of any right and/or remedy on any future occasion.  All
          waivers of any rights by the Lender must be in writing.

               Unless applicable  law  requires  a  different  method,  any
          notice  that must be given to the  Lender under this Note will be
          given by  delivering it or by  mailing it by first  class mail to
          the Lender at 11011 Jones Road,  Houston, Texas, or to such other
          address as notified by the Lender in writing.


          IN WITNESS WHEREOF, the undersigned has caused these presents  to
          be signed by a  duly authorized officer of  the Borrower and  its
          corporate  seal  to  be  hereunto affixed  and  attested  by  its
          Secretary, as of the date first above written.


          BORROWER:                          LENDER:
          EIF HOLDINGS, INC.                 AMERICAN ECO CORPORATION.
          a Hawaii corporation               an Ontario Canada corporation

          By:  /s/D. L. Norris               By: /s/ Michael E. McGinnis
              -------------------------          ------------------------
          Title: President & CEO             Title: President & CEO
                 ----------------------             ----------------------

          By:                                By: /s/ Valerie Williams
               ------------------------          -------------------------
          Title:                             Title: Assistant Secretary
                 ----------------------             ----------------------