MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (the "Agreement"), EFFECTIVE AS OF October 1,
1996,  is made and  entered  into by and between EIF  Holdings,  Inc..  a Hawaii
Corporation   ("EIFH"),   and  American  Eco  Corporation,   an  Ontario  Canada
Corporation ("AEC").

WHEREAS,  EIFH  is  desirous  of  retaining  AEC to  obtain  financing,  provide
marketing services and manage day-to-day  operations of EIFH, in accordance with
the terms and provisions of this Agreement; and

WHEREAS,  AEC is  desirous of entering  into this  Agreement  for the purpose of
furnishing the personnel and services required pursuant to the terms hereof, and
AEC has the necessary expertise, personnel and other support services reasonably
necessary to perform the services described herein.

NOW,  THEREFORE,  in  consideration of the premises recited above and the mutual
covenants and undertakings described below, it is agreed as follows:

1. AEC  shall  act on behalf  of EIFH as a  consultant  to  assist  EIFH and its
personnel in conducting its operations,  such as consulting services to include,
without limitation, the following:

     i.   Providing  strategic planning and day-to-day management of operations;
     ii.  Assisting  EIFH  in obtaining  favorable  financing, including but not
          limited to providing any necessary guarantees;
     iii. Providing marketing services and support;
     iv.  Recruiting, hiring and training EIFH's management and personnel.
 
2. AEC shall have the  exclusive  right to  designate  the  personnel  who shall
perform the services on behalf of AEC  hereunder,  provided that such  personnel
shall have  necessary  qualifications  to perform said services on behalf of AEC
hereunder.

3. The  compensation  to be paid by EIFH to AEC for  services  to be  performed
pursuant to this agreement shall be $1,000,000 per quarter.

4. Either EIFH or AEC may terminate this Agreement, after giving the other party
thirty (30) days  notice.  The  compensation  set forth in 3. Shall be pro-rated
through the effective date of termination.

5. EIFH hereby indemnifies, holds harmless and protects AEC from and against any
and all  claims,  causes of  action,  damages,  expenses  or losses  whatsoever,
arising  directly or indirectly  out of any activity,  undertaking,  warranty or
agreement of EIFH accruing or in existence  prior to the effective  date of this
Agreement or with respect to any activity,  undertaking warranty or agreement of
EIFH arising or accruing at any time without the prior notice,  participation or
knowledge of AEC.

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6. The  provisions  hereof  shall be binding  upon and inure the  benefit of the
parties  hereto  and  their  respective  legal  representation,  successors  and
assigns.

7. The parties  agree to, from time to time and at the request of either  party,
to execute such other  documents and matters to further  evidence the agreements
and undertakings set forth herein.

8. This  Agreement  shall be governed by and  enforceable  under the laws of the
State of Texas.

9. Each party represents to the other that the party executing the Agreement has
proper corporate authorization to do so.


In evidence whereof,  the parties have caused this Agreement to be duly executed
by their respective authorized representatives, as of the date set forth above.

                                                 EIF HOLDINGS, INC.

                                                 By:    /s/ David L. Norris
                                                        ------------------------
                                                 Name:  David L. Norris
                                                        ------------------------
                                                 Title: President & CEO
                                                        ------------------------
                                                 
                                                 AMERICAN ECO CORPORATION

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

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