This EMPLOYMENT AGREEMENT (the "Agreement") effective as of June 1, 1999 by and between American
Eco Corporation, an Ontario, Canada corporation whose principal executive offices are in Houston, Texas (the
"Company"), and Michael Appling, Jr. (the "Executive").
R E C I T A L S
Executive will serve as Vice President - Chief Financial Officer.
The Chief Executive Officer of the Company has determined that it is in the best interests of the Company to
retain the Executive's services and to reinforce and encourage the continued attention and dedication of members
of the Company's management, including the Executive, to their assigned duties without distraction in potentially
disturbing circumstances arising from the possibility of a change in control of the Company or the assertion of
claims and actions against employees.
Both the Company and the Executive recognize the increased risk of litigation and other claims being asserted
against officers and directors of companies in today's environment.
The Bylaws of the Company require the Company to indemnify its directors and officers to the full extent
permitted by law.
Costs, limits in coverage and availability of directors" and officers" liability insurance policies and developments in
the application, amendment and enforcement of statutory and bylaw indemnification provisions generally have
raised questions concerning the adequacy and reliability of the protection afforded to directors and officers and
have increased the difficulty of attracting and retaining qualified persons to serve as directors and officers.
In recognition of the Executive's need for substantial protection against personal liability to enhance and induce
the Executive's continued service to the Company in an effective manner and the Executive's reliance on the
Bylaws, and in part to provide the Executive with specific contractual assurance that the protection promised by
the Bylaws will be available to the Executive (regardless of,