Exhibit 1.6


                       PARENT GUARANTOR STOCK PLEDGE AGREEMENT
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                    THIS PARENT GUARANTOR STOCK PLEDGE AGREEMENT (this
          "Agreement"), dated as of August 22, 1997, is executed by and
          between American Eco Corporation, a corporation organized under
          the laws of the Province of Ontario (the "Pledgor"), and Union
          Bank of California, N.A., as "Agent" for itself and for the other
          "Secured Parties" under the "Credit Agreement" (as such terms are
          defined below). 

                                 W I T N E S S E T H:

                    WHEREAS, the Pledgor has entered into a certain Credit
          and Guaranty Agreement dated as of August 22, 1997 among American
          Eco Funding Corp. (the "Borrower"), the Pledgor, as guarantor of
          the Borrower's obligations thereunder, the institutions from time
          to time party thereto as lenders (the "Lenders"), the
          institutions from time to time party thereto as issuing banks
          (the "Issuing Banks"), and Union Bank of California, N.A., as
          agent (in such capacity, the "Agent") for the Lenders and the
          Issuing Banks (as the same may be amended, restated, supplemented
          or otherwise modified from time to time, the "Credit Agreement";
          unless otherwise defined herein, capitalized terms used herein
          shall have the meanings ascribed to them in the Credit
          Agreement), pursuant to which the Lenders have agreed, subject to
          certain conditions precedent, to make Loans to the Borrower from
          time to time, and the Issuing Banks have agreed, subject to
          certain conditions precedent, to issue Letters of Credit for the
          account of the Borrower from time to time;

                    WHEREAS, the Pledgor owns 100% of the issued and
          outstanding shares of the Borrower;

                    WHEREAS, the Pledgor owns all or substantially all of
          the issued and outstanding capital stock of the Persons
          identified on Exhibit A hereto (collectively, the
          "Corporations"); and

                    WHEREAS, the Agent, the Lenders and the Issuing Banks
          have required, as a condition to their entering into the Credit
          Agreement and extending credit to the Borrower under the terms of
          the Credit Agreement, that the Pledgor execute and deliver this
          Agreement to the Agent in order to secure its guaranty
          obligations under the Credit Agreement;

                    NOW, THEREFORE, for and in consideration of the
          foregoing and of each extension of credit now or hereafter made,
          given or granted to or for the direct or indirect benefit of the
          Borrower by the Agent, the Lenders or the Issuing Banks, or any
          of them, and for other good and valuable consnt hereby agree as
          follows:


                    1.   Pledge.  The Pledgor hereby pledges to the Agent,
                         ------
          for the benefit of the Agent and the Secured Parties, and grants
          to the Agent, for the benefit of the Agent and the Secured
          Parties, a security interest in, the following (collectively, the
          "Pledged Collateral"):

                    (a)  the shares of the capital stock of each of the
               Corporations, now or at any time or times hereafter owned by
               the Pledgor, and the certificates representing the shares of
               such capital stock (as identified on Exhibit A attached
                                                    ---------
               hereto and made a part hereof), all options and warrants for
               the purchase of shares of the stock of each of the
               Corporations now or hereafter held in the name of the
               Pledgor (all of said capital stock, options and warrants and
               all capital stock held in the name of the Pledgor as a
               result of the exercise of such options or warrants being
               hereinafter collectively referred to as the "Pledged
               Stock"), herewith delivered to the Agent accompanied by
               stock powers in the form of Exhibit B attached hereto and
                                           ---------
               made a part hereof (the "Powers") duly executed in blank,
               and all dividends, cash, instruments and other property from
               time to time received, receivable or otherwise distributed
               in respect of, or in exchange for, any or all of the Pledged
               Stock;

                    (b)  all additional shares of stock of each of the
               Corporations from time to time acquired by the Pledgor in
               any manner, and the certificates representing such
               additional shares (any such additional shares shall
               constitute part of the Pledged Stock), and all options,
               warrants, dividends, cash, instruments and other rights and
               options from time to time received, receivable or otherwise
               distributed in respect of or in exchange for any or all of
               such shares;

                    (c)  the property and interests in property described
               in Section 2 below; and
                  ---------

                    (d)  all proceeds of the foregoing,

          to secure the prompt payment, performance and observance of the
          Obligations.

                    2.  Pledged Collateral Adjustments.  If, during the
                        ------------------------------
          term of this Agreement,

                    (a)  any stock dividend, reclassification, readjustment
               or other change is declared or made in the capital structure
               of any of the Corporations, or any option included within
               the Pledged Collateral is exercised, or both, or

                    (b)  any subscription warrant(s) or any other right(s)
               or option(s) shall be issued in connection with the Pledged
               Collateral,

          then all new, substituted and additional shares, warrants,
          rights, options and other securities issued by reason of any of
          the foregoing shall be immediately delivered to and held by the
          Agent under the terms of this Agreement and shall constitute
          Pledged Collateral hereunder; provided, however, that nothing
                                        --------  -------
          contained in this Section 2 shall be deemed to permit any stock
                            ---------
          dividend, issuance of additional stock, warrants, rights or
          options, reclassification, readjustment or other change in the
          capital structure of any of the Corporations which is not
          expressly permitted in the Credit Agreement and further provided
                                                          ------- --------
          that the Pledgor's failure to so deliver such property to the
          Agent shall in no way affect the security interest granted
          therein as hereinabove provided.

                    3.  Uncertificated Securities; Pledged Collateral not
                        -------------------------------------------------
          Capable of Being Delivered. 
          --------------------------
          (a) If any of the Pledged Collateral (whether now owned or
          hereafter acquired) constitutes "uncertificated securities" under
          the Uniform Commercial Code, the Pledgor shall promptly notify
          the Agent thereof and shall promptly take all actions required to
          take control of and otherwise perfect the security interest of
          the Agent in such Pledged Collateral under applicable law
          (including, without limitation, under Sections 8-106 and 9-115 of
          the Uniform Commercial Code).  The Pledgor further agrees to take
          such actions as the Agent deems necessary or desirable to effect
          the foregoing and to permit the Agent to exercise any of its
          rights and remedies hereunder, and agrees to provide an opinion
          of counsel satisfactory to the Agent with respect to any such
          pledge of uncertificated securities promptly upon the request of
          the Agent.  Without limiting the generality of the foregoing, the
          Pledgor shall, promptly upon the request of the Agent, (i)
          procure the issuance of security certificates to represent such
          Pledged Collateral and endorse and deliver such certificates to
          the Agent to be held under the terms of this Agreement, (ii)
          cause the issuer thereof to register the Agent as the registered
          owner of such securities or (iii) cause the issuer thereof to
          enter into an agreement, in form and substance satisfactory to
          the Agent, among the Agent, the registered owner of such
          securities and the issuer thereof to the effect that the issuer
          will comply with instructions originated by the Agent without
          further consent by the registered owner.

                    (b)  If any Pledged Collateral is not securities and is
          not capable of being delivered, the Pledgor shall deliver to the
          Agent such financing statements or other instruments as are
          deemed necessary by the Agent to enable it to perfect its
          security interest in such Pledged Collateral under applicable
          law.

                    4.  Subsequent Changes Affecting Pledged Collateral.
                        -----------------------------------------------
          The Pledgor represents and warrants that it has made its own
          arrangements for keeping itself informed of changes and potential
          changes affecting the Pledged Collateral (including, but not
          limited to, rights to convert, rights to subscribe, payment of
          dividends, reorganization and other exchanges, tender offers and
          voting rights), and the Pledgor agrees that neither the Agent nor
          any of the Secured Parties shall have any obligation to inform
          the Pledgor of any such changes or potential changes or to take
          any action or omit to take any action with respect thereto.  The
          Agent may, after the occurrence of an Event of Default, without
          notice and at its option, transfer or register the Pledged
          Collateral or any part thereof into its or its nominee's name
          with or without any indication that such Pledged Collateral is
          subject to the security interest hereunder.  In addition, the
          Agent may at any time exchange certificates or instruments
          representing or evidencing the Pledged Stock for certificates or
          instruments of smaller or larger denominations.

                    5.  Representations and Warranties.  The Pledgor
                        ------------------------------
          represents and warrants as follows:

                    (a)  The Pledgor is the sole legal and beneficial owner
               of the Pledged Collateral (including, without limitation,
               the percentage of the issued and outstanding capital stock
               of each Corporation which is set forth opposite the name of
               such Corporation on Exhibit A), free and clear of any Lien
                                   ---------
               except for the security interest created by this Agreement.

                    (b)  All of the Pledged Stock has been duly authorized,
               validly issued and is fully paid and non-assessable.

                    (c)  The Pledgor has full corporate power and authority
               to enter into this Agreement.

                    (d)  There are no restrictions upon the voting rights
               associated with, or upon the transfer of, any of the Pledged
               Collateral (except as may be required in connection with
               such disposition by laws affecting the offering and sale of
               securities generally).

                    (e)  The Pledgor has the right to vote, pledge and
               grant a security interest in or otherwise transfer the
               Pledged Collateral free of any Liens.

                    (f)  No authorization, approval, or other action by,
               and no notice to or filing with, any governmental authority
               or regulatory body is required for the pledge of the Pledged
               Collateral pursuant to this Agreement or for the execution,
               delivery or performance of this Agreement by the Pledgor.

                    (g)  The pledge of the Pledged Collateral pursuant to
               this Agreement creates a valid and perfected first priority
               security interest in the Pledged Collateral, in favor of the
               Agent for the benefit of the Agent and the Secured Parties,
               securing the payment and performance of the Obligations.

                    (h)  The Powers are duly executed and give the Agent
               the authority they purport to confer.

                    The representations and warranties set forth in this
          Section 5 shall survive the execution and delivery of this
          ---------
          Agreement.

                    6. Voting Rights.  During the term of this Agreement,
                       -------------
          and except as provided in the next sentence of this Section 6,
          the Pledgor shall have the right to vote the Pledged Stock on all
          corporate questions in a manner not inconsistent with the terms
          of this Agreement, the Credit Agreement and any other agreement,
          instrument or document executed pursuant thereto or in connection
          therewith.  After the occurrence of an Event of Default, the
          Agent may, at the Agent's option and following written notice
          from the Agent to the Pledgor, exercise all voting powers
          pertaining to the Pledged Collateral, including the right to take
          shareholder action by written consent, and the Pledgor hereby
          irrevocably constitutes and appoints the Agent as the Pledgor's
          proxy and attorney-in-fact, with full power of substitution, to
          do so.  This proxy shall be irrevocable and shall continue until
          the termination of this Agreement in accordance with Section 12. 
                                                               ----------

                    7.  Dividends and Other Distributions.  (a)  So long as
                        ---------------------------------
          no Event of Default shall have occurred or would result
          therefrom:

                    (i)  subject to Section 2 hereof, the Pledgor shall be
                                    ---------
          entitled to receive and retain all dividends and interest paid in
          respect of the Pledged Collateral unless any such dividend or
          interest is not permitted to be paid under the terms of the
          Credit Agreement; and

                    (ii)  the Agent shall execute and deliver (or cause to
          be executed and delivered) to the Pledgor all such proxies and
          other instruments as the Pledgor may reasonably request for the
          purpose of enabling the Pledgor to receive the dividends or
          interest payments which it is authorized to receive and retain
          pursuant to clause (i) above.
                      ----------

                    (b)  After the occurrence of an Event of Default, or if
          any of the following would result in an Event of Default if paid
          to the Pledgor:

                    (i)  all rights of the Pledgor to receive dividends and
          interest payments in respect of the Pledged Collateral shall
          cease, and all such rights shall thereupon become vested in the
          Agent, for the benefit of the Agent and the Secured Parties,
          which shall thereupon have the sole right to receive and hold as
          Pledged Collateral such dividends and interest payments; and

                    (ii)  all dividends and interest payments which are
          received by the Pledgor contrary to the provisions of clause (i)
                                                                ----------
          of this Section 7(b) shall be received in trust for the Agent,
                  ------------
          for the benefit of the Agent and the Secured Parties, shall be
          segregated from other funds of the Pledgor and shall be paid over
          immediately to the Agent as Pledged Collateral in the same form
          as so received (with any necessary indorsements).

                    8.  Transfers and Other Liens.  The Pledgor agrees that
                        -------------------------
          it will not (a) sell or otherwise dispose of, or grant any option
          with respect to, any of the Pledged Collateral without the prior
          written consent of the Agent, unless such sale, disposition or
          option is expressly authorized under the Credit Agreement, or (b)
          create or permit to exist any Lien upon or with respect to any of
          the Pledged Collateral, except for the security interest under
          this Agreement.

                    9.  Remedies.  (a)  The Agent shall have, in addition
                        --------
          to any other rights given under this Agreement or by law, all of
          the rights and remedies with respect to the Pledged Collateral of
          a secured party under the Uniform Commercial Code as in effect in
          the State of New York or any other relevant jurisdiction.  In
          addition, after the occurrence of an Event of Default, the Agent
          shall have such powers of sale and other powers as may be
          conferred by applicable law.  With respect to the Pledged
          Collateral or any part thereof which shall then be in or shall
          thereafter come into the possession or custody of the Agent or
          which the Agent shall otherwise have the ability to transfer
          under applicable law, the Agent may, in its sole discretion,
          without notice except as specified below, after the occurrence of
          an Event of Default, sell or cause the same to be sold at any
          exchange, broker's board or at public or private sale, in one or
          more sales or lots, at such price as the Agent may deem best, for
          cash or on credit or for future delivery, without assumption of
          any credit risk, and the purchaser of any or all of the Pledged
          Collateral so sold shall thereafter own the same, absolutely free
          from any claim, encumbrance or right of any kind whatsoever.  The
          Agent and each of the Secured Parties may, in its own name or in
          the name of a designee or nominee, buy the Pledged Collateral at
          any public sale and, if permitted by applicable law, buy the
          Pledged Collateral at any private sale.  The Pledgor will pay to
          the Agent all reasonable expenses (including, without limitation,
          court costs and reasonable attorneys' and paralegals' fees and
          expenses) of, or incident to, the enforcement of any of the
          provisions hereof.  The Agent agrees to distribute any proceeds
          of the sale of the Pledged Collateral or any other realization
          upon the Pledged Collateral in accordance with the Credit
          Agreement and the Pledgor shall remain liable for any deficiency
          following the sale of the Pledged Collateral or any other
          realization upon the Pledged Collate(b)  Unless any of the
          Pledged Collateral threatens to decline speedily in value or is
          or becomes of a type sold on a recognized market, the Agent will
          give the Pledgor reasonable notice of the time and place of any
          public sale thereof, or of the time after which any private sale
          or other intended disposition is to be made.  Any sale of the
          Pledged Collateral conducted in conformity with reasonable
          commercial practices of banks, commercial finance companies,
          insurance companies or other financial institutions disposing of
          property similar to the Pledged Collateral shall be deemed to be
          commercially reasonable.  Notwithstanding any provision to the
          contrary contained herein, any requirements of reasonable notice
          shall be met if such notice is received by the Pledgor as
          provided in Section 19 below at least five (5) business days
                      ----------
          before the time of the sale or disposition.  Any other
          requirement of notice, demand or advertisement for sale is
          waived, to the extent permitted by law.

                    (c)  If, at the original time or times appointed for
          the sale of the whole or any part of the Pledged Collateral, the
          highest bid, if there be but one sale, shall be inadequate to
          discharge in full all the Obligations, or if the Pledged
          Collateral be offered for sale in lots, if at any of such sales,
          the highest bid for the lot offered for sale would indicate to
          the Agent, in its discretion, the unlikelihood of the proceeds of
          the sales of the whole of the Pledged Collateral being sufficient
          to discharge all the Obligations, or if applicable law would
          permit postponement or postponements of sale for any other
          reason, then the Agent may, on one or more occasions and in its
          discretion, postpone any of said sales by public announcement at
          the time of sale or the time of previous postponement of sale,
          and no other notice of such postponement or postponements of sale
          need be given, any other notice being hereby waived; provided,
                                                               --------
          however, that any sale or sales made after such postponement
          -------
          shall be after five (5) business days' notice to the Pledgor.

                    (d)  (i) The Pledgor shall, upon the request of the
          Agent, at Pledgor's expense, execute and deliver, and cause each
          Corporation and its respective officers and directors to execute
          and deliver, all such instruments and documents, and do or cause
          to be done all such other acts and things, as may be necessary
          or, in the opinion of the Agent, the Pledgor or its or their
          counsel, advisable to register the applicable Pledged Collateral
          under the provisions of the Securities Act of 1933, as amended
          (the "Securities Act") and to exercise its best efforts to cause
          the registration statement relating thereto to become effective
          and to remain effective for such period as prospectuses are
          required by law to be furnished, and to make all amendments and
          supplements thereto and to the related prospectus which, in the
          opinion of the Agent, the Pledgor or its or their counsel, are
          necessary or advisable, all in conformity with the requirements
          of the Securities Act and the rules and regulations of the
          Securities and Exchange Commission applicable thereto;

                    (ii)  The Pledgor shall, upon the request of the Agent,
          at the Pledgor's expense, use its best efforts to qualify the
          Pledged Collateral under state securities or "Blue Sky" laws and
          to obtain all necessary governmental approvals for the sale of
          the Pledged Collateral, as requested by the Agent;
           
                    (iii)  The Pledgor shall, upon the request of the
          Agent, at the Pledgor's expense, cause the Corporations (or any
          of them) to make available to the holders of its securities, as
          soon as practicable, earnings statements which will satisfy the
          provisions of Section 11(a) the Securities Act; and

                    (iv)  The Pledgor shall, upon the request of the Agent,
          at the Pledgor's expense, do or cause to be done all such other
          acts and things as may be necessary to make such sale of the
          Pledged Collateral or any part thereof valid and binding and in
          compliance with applicable law.

          The Pledgor will reimburse the Agent for all expenses incurred by
          the Agent, including, without limitation, reasonable attorneys'
          and accountants' fees and expenses in connection with the
          foregoing.  Upon or at any time after the occurrence of an Event
          of Default, if the Agent determines that, prior to any public
          offering of any securities constituting part of the Pledged
          Collateral, such securities should be registered under the
          Securities Act and/or registered or qualified under any other
          federal or state law and such registration and/or qualification
          is not practicable, then the Pledgor agrees that it will be
          commercially reasonable if a private sale is arranged so as to
          avoid a public offering, even though the sales price established
          and/or obtained at such private sale may be substantially less
          than prices which could have been obtained for such security on
          any market or exchange or in any other public sale.  In so doing,
          the Agent may restrict the bidders and prospective purchasers to
          those who are qualified and will represent and agree that they
          are purchasing for investment only and not for distribution, and
          the Agent may solicit offers to buy the Pledged Collateral, or
          any part of it, from a limited number of investors deemed by the
          Agent, in its reasonable judgment, to be financially responsible
          parties who might be interested in so purchasing the Pledged
          Collateral.  If the Agent solicits such offers from not less than
          four (4) such investors, then the acceptance by the Agent of the
          highest offer obtained therefrom shall be deemed to be a
          commercially reasonable method of disposing of such Pledged
          Collateral.  The Agent shall be under no obligation to delay a
          sale of any of the Pledged Collateral for the period of timermit
          the registrant to register such securities for public sale under
          the Securities Act, or under applicable state securities laws,
          even if the Pledgor or the issuer of the Pledged Collateral would
          agree to do so.

                    (e)  In addition to a private sale as provided above in
          clause (d) of this Section 9, if any of the Pledged Collateral
          ----------         ---------
          shall not be freely distributable to the public without
          registration under the Securities Act (or similar statute) at the
          time of any proposed sale pursuant to this Section 9, then the
                                                     ---------
          Agent shall not be required to effect such registration or cause
          the same to be effected but, in its discretion (subject only to
          applicable requirements of law), may require that any sale
          hereunder (including a sale at auction) be conducted subject to
          restrictions (i) as to the financial sophistication and ability
          of any Person permitted to bid or purchase at any such sale, (ii)
          as to the content of legends to be placed upon any certificates
          representing the Pledged Collateral sold in such sale, including
          restrictions on future transfer thereof, (iii) as to the
          representations required to be made by each Person bidding or
          purchasing at such sale relating to that Person's access to
          financial information about the pertinent Corporation(s) and such
          Person's intentions as to the holding of the Pledged Collateral
          so sold for investment, for its own account, and not with a view
          of the distribution thereof, and (iv) as to such other matters as
          the Agent may, in its discretion, deem necessary or appropriate
          in order that such sale (notwithstanding any failure so to
          register) may be effected in compliance with the Uniform
          Commercial Code as in effect in the State of New York or any
          other relevant jurisdiction and other laws affecting the
          enforcement of creditors' rights and the Securities Act and all
          applicable state securities laws.

                    (f)  The Pledgor agrees that following the occurrence
          of an Event of Default it will not at any time plead, claim or
          take the benefit of any appraisal, valuation, stay, extension,
          moratorium or redemption law now or hereafter in force in order
          to prevent or delay the enforcement of this Agreement, or the
          absolute sale of the whole or any part of the Pledged Collateral
          or the possession thereof by any purchaser at any sale hereunder,
          and the Pledgor waives the benefit of all such laws to the extent
          it lawfully may do so.  The Pledgor agrees that it will not
          interfere with any right, power and remedy of the Agent provided
          for in this Agreement or now or hereafter existing at law or in
          equity or by statute or otherwise, or the exercise or beginning
          of the exercise by the Agent or any one or more of such rights,
          powers, or remedies.  No failure or delay on the part of the
          Agent to exercise any such right, power or remedy and no notice
          or demand which may be given to or made upon the Pledgor by the
          Agent with respect to any such remedies shall operate as a waiver
          thereof, or limit or impair the Agent's right to take any action
          or to exercise any power or remedy hereunder, without notice or
          demand, or prejudice its rights as against the Pledgor in any
          respect.

                    (g)  The Pledgor further agrees that a breach of any of
          the covenants contained in this Agreement will cause irreparable
          injury to the Agent and the Secured Parties, that the Agent and
          the Secured Parties have no adequate remedy at law in respect of
          such breach and, as a consequence, agrees that each and every
          covenant contained in this Agreement shall be specifically
          enforceable against the Pledgor, and the Pledgor hereby waives
          and agrees not to assert any defenses against an action for
          specific performance of such covenants except for a defense that
          the Obligations are 
          not then due and payable in accordance with the agreements and
          instruments governing and evidencing such obligations.

                    10.  Agent Appointed Attorney-in-Fact.  The Pledgor
                         --------------------------------
          hereby appoints the Agent its attorney-in-fact, with full
          authority, in the name of the Pledgor or otherwise, from time to
          time in the Agent's sole discretion, to take any action and to
          execute any instrument which the Agent may deem necessary or
          advisable to accomplish the purposes of this Agreement,
          including, without limitation, after the occurrence of an Event
          of Default, to receive, indorse and collect all instruments made
          payable to the Pledgor representing any dividend, interest
          payment or other distribution in respect of the Pledged
          Collateral or any part thereof and to give full discharge for the
          same, to arrange for the transfer of all or any part of the
          Pledged Collateral on the books of each of the Corporations to
          the name of the Agent or the Agent's nominee, to exercise all
          voting powers pertaining to the Pledged Collateral and to execute
          proxies enabling the Agent and its representatives to exercise
          such powers and execute written consents and waivers in
          connection with the taking of any shareholder action.  This
          appointment shall be irrevocable and shall continue until the
          termination of this Agreement in accordance with Section 12.  The
                                                           ----------
          Agent may exercise any of its rights and execute any of its
          duties hereunder by or through agents or employees and shall be
          entitled to advice of counsel concerning all matters pertaining
          to its rights and duties hereunder.

                    11.  Waivers.  The Pledgor waives presentment and
                         -------
          demand for payment of any of the Obligations, protest and notice
          of dishonor or Event of Default with respect to any of the
          Obligations and all other notices to which the Pledgor might
          otherwise be entitled, except as otherwise expressly provided
          herein or in the Credit Agreement.

                    12.  Term.  This Agreement shall remain in full force
                         ----
          and effect until the Obligations have been fully and indefeasibly
          paid (in cash) and satisfied and the Credit Agreement has
          terminated pursuant to its terms.  Upon the termination of this
          Agreement as provided above (other than as a result of the sale
          of the Pledged Collateral), the Agent will release the security
          interest created hereunder and will deliver the Pledged
          Collateral to the Pledgor.

                    13.  Reinstatement.  This Agreement shall remain in
                         -------------
          full force and effect and continue to be effective should any
          petition be filed by or against the Pledgor for liquidation or
          reorganization, should the Pledgor become insolvent or make an
          assignment for the benefit of creditors or should a receiver or
          trustee be appointed for all or any significant part of the
          Pledgor's assets, and shall continue to be effective or be
          reinstated, as the case may be, if at any time payment and
          performance of the Obligations, or any part thereof, is, pursuant
          to applicable law, rescinded or reduced in amount, whether as a
          "voidable preference", "fraudulent conveyance", or otherwise, all
          as though such payment or performance had not been made.  In the
          event that any payment, or any part thereof, is rescinded,
          reduced, restored or returned, the Obligations shall be
          reinstated and deemed reduced only by any amount paid and not so
          rescinded, reduced, restored or returned.

                    14.  Definitions.  The singular shall include the
                         -----------
          plural and vice versa and any gender shall include any other
          gender as the context may require.

                    15.  Successors and Assigns.  This Agreement shall be
                         ----------------------
          binding upon and inure to the benefit of the Pledgor, the Agent,
          for the benefit of the Agent and the Secured Parties, and their
          respective successors and assigns.  The Pledgor's successors and
          assigns shall include, without limitation, a receiver, trustee
          and debtor-in-possession of or for the Pledgor.

                    16.  Applicable Law; Severability.  This Agreement
                         ----------------------------
          shall be governed by, and shall be construed and enforced in
          accordance with, the laws of the State of New York (without
          reference to choice-of-law principles).  Whenever possible, each
          provision of this Agreement shall be interpreted in such manner
          as to be effective and valid under applicable law, but, if any
          provision of this Agreement shall be held to be prohibited or
          invalid under applicable law, such provision shall be ineffective
          only to the extent of such prohibition or invalidity, without
          invalidating the remainder of such provision or the remaining
          provisions of this Agreement.

                    17.  Further Assurances.  The Pledgor agrees that it
                         ------------------
          will cooperate with the Agent and will execute and deliver, or
          cause to be executed and delivered, all such other certificates,
          stock powers, proxies, instruments and documents, and will take
          all such other actions, including, without limitation, the
          execution and filing of financing statements, as the Agent may
          reasonably request from time to time in order to carry out the
          provisions and purposes of this Agreement.

                    18.  The Agent's Duty of Care.  The Agent shall not be
                         ------------------------
          liable for any acts, omissions, errors of judgment or mistakes of
          fact or law including, without limitation, acts, omissions,
          errors or mistakes with respect to the Pledged Collateral, except
          for those arising out of or in connection with the Agent's (a)
          gross negligence or willful misconduct, or (b) failure to use
          reasonable care with respect to the safe custody of the Pledged
          Collateral in the Agent's possession.  Without limiting the
          generality of the foregoing, the Agent shall be under no
          obligation to take any steps necessary to preserve rights in the
          Pledged Collateral against any other parties but may do so at its
          option.  All expenses incurred in connection therewith shall be
          for the sole account of the Pledgor, and shall constitute part of
          the Obligations secured hereby.

                    19.  Notices. All notices and other communications
                         -------
          provided for hereunder shall be given in the manner and to the
          addresses set forth in the Credit Agreement, except that any
          notice hereunder shall be effective only upon receipt thereof by
          the Agent.

                    20.  Amendments, Waivers and Consents.  No amendment or
                         --------------------------------
          waiver of any provision of this Agreement nor consent to any
          departure by the Pledgor herefrom shall in any event be effective
          unless the same shall be in writing and signed by the Agent
          pursuant to the terms of the Credit Agreement, and then such
          amendment, waiver or consent shall be effective only in the
          specific instance and for the specific purpose for which given.

                    21.  Section Headings.  The section headings herein are
                         ----------------
          for convenience of reference only, and shall not affect in any
          way the interpretation of any of the provisions hereof.

                    22.  Execution in Counterparts.  This Agreement and any
                         -------------------------
          amendments, waivers, consents or supplements hereto may be
          executed in any number of counterparts, each of which shall be an
          original, but all of which shall together constitute one and the
          same agreement.

                    IN WITNESS WHEREOF, the Pledgor and the Agent have
          executed this Parent Guarantor Stock Pledge Agreement as of the
          date set forth above.


                                        AMERICAN ECO CORPORATION


                                        By: /s/ Davis L. Norris      
                                            --------------------------
                                        Name: David L. Norris        
                                              ------------------------
                                        Title: Vice President        
                                               -----------------------


                                        UNION BANK OF CALIFORNIA, N.A., as
                                        Agent


                                        By: /s/ Vicente C. Bendanillo
                                            --------------------------
                                        Name: Vicente C. Bendanillo  
                                              ------------------------
                                        Title: Vice President        
                                               -----------------------



                                        By: /s/ Julie Bloomfield     
                                            --------------------------
                                        Name: Julie Bloomfield       
                                              ------------------------
                                        Title: Vice President        
                                               -----------------------