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                                                                    EXHIBIT 10.8

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1, 1998,
between United States Filter Corporation (the "Company") and Richard J. Heckmann
(the "Employee").


                                 WITNESSETH


WHEREAS, Employee is currently Chairman of the Board of Directors, Chief
Executive Officer and President of the Company; and

WHEREAS, the Company desires to insure the continued availability to the Company
of the Employee's services, managerial skills and business experience, and the
Employee is willing to render such services, all upon and subject to the terms
and conditions contained in this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual covenants set
forth in this Agreement, the Company and the Employee agree as follows:


  1.  EMPLOYMENT AND EMPLOYMENT TERM.
      ------------------------------ 

      (a)  EMPLOYMENT.

           Subject to the terms and provisions set forth in this Agreement, the
           Company hereby employs the Employee during the Employment Term (as
           hereinafter defined) as the Chief Executive Officer and President of
           the Company, and agrees 

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           to use its best efforts to cause the Employee to be a director and
           Chairman of the Board of Directors of the Company (the "Board")
           during the Employment Term, and the Employee hereby accepts such
           employment.

      (b)  EMPLOYMENT TERM.

           The period of employment under this Agreement (the "Employment Term")
           shall be deemed to have commenced as of January 1, 1998 (the
           "Effective Date") and shall continue for a period of sixty-three (63)
           full calendar months thereafter, as herein provided. On May 1, 1998,
           and on the first day of each month thereafter, the Employment Term
           shall be automatically extended by one full calendar month. The
           Employment Term shall continue until the expiration of all automatic
           extensions affected as aforesaid unless and until it ceases or is
           terminated sooner as provided in this Agreement.


  2.  POSITIONS, RESPONSIBILITIES AND DUTIES.
      -------------------------------------- 

      (a)  IN GENERAL.

           During the Employment Term, the Employee shall be employed as, and
           the Company shall at all times cause the Employee to be, the Chief
           Executive Officer and President of the Company. In addition to such
           positions, the Company shall use its best efforts to ensure that the
           Employee is at all 

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           times during the Employment Term a director and the Chairman of the
           Board. In such positions, the Employee shall have the duties,
           responsibilities and authority normally associated with the office
           and position of chairman, director, chief executive officer and
           president of a publicly traded corporation. No other employee of the
           Company shall have authority and responsibilities that are equal to
           or greater than those of the Employee. The Employee shall report
           solely and directly to the Board and all other officers and other
           employees shall report directly to the Employee or the Employee's
           designees.

      (b)  TIME.

           During the Employment Term, the Employee shall devote such time as is
           reasonably necessary to perform the duties associated with his
           offices and positions as set forth herein and shall use his best
           efforts to perform faithfully and efficiency the duties and
           responsibilities contemplated by this Agreement; provided however,
           that the Employee shall not be required to perform any duties and
           responsibilities which would be likely to result in non-compliance
           with or violation or breach of any applicable law or regulation.
           Notwithstanding the foregoing, the Employee may devote reasonable
           time to activities other than those required under this Agreement,
           including the

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           supervision of his personal investments, and activities involving
           professional, charitable, educational, religious and similar types of
           organizations, speaking engagements, membership on the boards of
           directors of other orations, and similar type activities, to the
           extent that such over activities do not materially inhibit or
           prohibit the performance of the Employee's duties under this
           Agreement or conflict in any material way with the business of the
           Company; provided however, that the Executive shall not serve on the
           board of any business or hold any over position unto any business
           without the consent of the Board.


  3.  COMPENSATION AND BENEFITS.
      ------------------------- 

      (a)  BASE SALARY.

           During the Employment Term, the Employee shall receive a base salary
           ("Base Salary"), payable in accordance with the Company's payroll
           practices generally applicable to the Company's senior executives, of
           $500,000 per annum. Such Base Salary shall be reviewed for increase
           (but not decrease) in the sole discretion of the Compensation
           Committee of tile Board not less frequently the annually during the
           Employment Term. In conducting any such annual review, the
           Compensation Committee of the Board shall take 

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           into account any change in the Employee's responsibilities, increases
           in the compensation of other senior executives of the Company or of
           its competitors or over comparable executes and companies, the
           performance of the Employee and other pertinent factors. If so
           increased, such increased Base Salary shall then constitute "Base
           Salary" for purposes of this Agreement.

      (b)  INCENTIVE COMPENSATION.

           (i)    During the Employment Term, the Employee shall be entitled to
                  participate in all incentive compensation plans and programs
                  maintained by the Company for the benefit of senior
                  executives. Such plans and programs, in the aggregate, shall
                  provide the Employee win compensation opportunities at least
                  as favorable as the most favorable of such opportunities
                  provided by the Company to the Employee under such plans and
                  programs as in effect at any time during the 90-day period
                  immediately preceding the Effective Date or, if more favorable
                  to the Employee, as provided at any time thereafter to the
                  Employee or other senior executives of the Company.

           (ii)   Without limiting the foregoing, for each fiscal year of the
                  Company ending with or within the Employment Term, the
                  Employee shall be paid an annual incentive of not less than
                  sixty percent (60%) of his base salary 

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                  (subject to such performance goals as the Company and the
                  Employee may from time to time negotiate in good faith). Each
                  such annual incentive shall be paid at the same time that
                  annual incentives are generally paid to the Company's other
                  senior executives, but no later than the end of the third
                  month of the fiscal year next following the fiscal year for
                  which such annual incentive is paid, unless the Employee shall
                  elect to defer the receipt thereof.

      (c)  EMPLOYEE BENEFITS.

           During the Employment Term, the Employee and/or the Employee's
           family, as the case may be, shall be entitled to participate in all
           employee benefit plans and programs provided or maintained by the
           Company (including, without limitation, pension, profit sharing,
           savings, medical, disability, life and accident plans and programs
           and the United States Filter Corporation Executive Severance Pay
           Plan). Such plans and programs, in the aggregate, shall provide the
           Employee and/or the Employee's family, as the case may be, with
           benefits at least as favorable as the most favorable of such benefits
           provided by the Company to or in respect of the Employee under such
           plans and programs as in effect at 

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           any time during the 90-day period immediately preceding the Effective
           Date or, if more favorable to the Employee, as provided at any time
           thereafter to or in respect of the Employee or over senior executives
           of the Company.

      (d)  VACATION AND FRINGE BENEFITS.

           (i)    During the Employment Term, the Employee shall be entitled to
                  paid vacation and fringe benefits at least as favorable as the
                  most favorable plans and programs of the Company for the
                  Employee under such plans and programs as in effect at any
                  time during the 90-day period immediately preceding the
                  Effective Date or, if more favorable to the Employee, as in
                  effect at any time thereafter for the Employee or other senior
                  executives of the Company.

           (ii)   Without limiting the foregoing, during the Employment Tenn,
                  the Company will lease the Employee an automobile for the
                  Employee's business and private use, the make and model of
                  which shall be at least comparable to the make and model
                  provided to the Employee immediately preceding the Effective
                  Date, and the Company will pay all deposit requirements,
                  servicing and maintenance costs, insurance premiums and the
                  cost of the 

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                  gasoline for authorized business use. (The term of any one
                  such automobile lease shall not exceed thirty-six months other
                  than at the discretion of the Employee.)

      (e)  OFFICE AND SUPPORT STAFF.

           During the Employment Term, the Employee shall be entitled to an
           office or offices of a size and with furnishings and other
           appointments, and to personal secretarial and other assistance, at
           least equal to the most favorable of the foregoing provided to the
           Employee by the Company at any time during the 90-day period
           immediately preceding the Effective Date or, if more favorable to the
           Employee, as provided at any time thereafter to the Employee or other
           senior executives of the Company.

      (f)  EXPENSE REIMBURSEMENT

           During the Employment Term, the Employee shall be entitled to receive
           prompt reimbursement for all usual, customary and reasonable,
           business-related expenses incurred by the Employee in performing his
           duties and responsibilities hereunder in accordance with the
           practices and procedures of the Company as in effect and applied
           immediately prior to the Effective Date, or, if more favorable to the
           Employee, as in effect at any time thereafter with respect to the
           Employee or other senior Executives of the Company.

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      (g)  INDEMNIFICATION.

           The Company shall maintain directors and officers liability insurance
           in commercially reasonable amounts (as reasonably determined by the
           Board), and the Employee shall be covered under such insurance to the
           same extent as other directors and senior executives of the Company.
           The Employee shall be eligible for indemnification by the Company
           under the Company by-laws as currently in effect, and the Company
           agrees that it shall not take any action that would impair the
           Employee's rights to indemnification under the Company by-laws, as
           currently in effect.


  4.  TERMINATION OF EMPLOYMENT.
      ------------------------- 

      (a)  TERMINATION DUE TO DEATH OR DISABILITY.

           The Company may terminate the Employee's employment hereunder due to
           Disability (as hereinafter defined). In the event of the Employee's
           death or a termination of the Employee's employment by the Company
           due to Disability, the Employee or his estate or his legal
           representative, as the case may bet shall be entitled to receive:

           (i)    any unpaid Base Salary through the Date of Termination;

           (ii)   an immediate prorated annual incentive for the fiscal year
                  in which the Date of 

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                  Termination occurs equal to the minimum annual incentive
                  (determined without regard to any performance goals) provided
                  by Section 3(b)(ii) multiplied by a fraction, the numerator of
                  which is the number of days such fiscal year through the Date
                  of Termination and the denominator of which is 365;

           (iii)  an immediate lump sum amount equal to the sum of (A)
                  two times the minimum annual incentive (determined
                  without regard to any performance goals) provided by
                  Section 3(b)(ii) plus (B) twenty-four (24) times the
                  monthly rate of Base Salary at the rate in effect on
                  the Date of Termination;

           (iv)   any deferred compensation (including, without limitation,
                  interest or other credits on such deferred amounts), any
                  accrued vacation pay and any reimbursement for expenses
                  incurred but not yet paid prior to such Date of Termination;
                  and

           (v)    any other compensation or benefits which may be owed or
                  provided to or in respect of the Employee in accordance with
                  the terms and provisions of this Agreement or any plans and
                  programs of the Company.

           For purposes of this Agreement, "Disability" means the Employee's
           inability to render, for a period 

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           of six consecutive months, services hereunder by reason of permanent
           disability, as determined by the written medical opinion of an
           independent medical physician mutually acceptable to the Employee and
           the Company. If the Employee and the Company cannot agree as to such
           an independent medical physician each shall appoint one medical
           physician and those two physicians shall appoint a third physician
           who shall make such determination.

      (b)  TERMINATION BY THE COMPANY FOR CAUSE.

           The Company may terminate the Employee's employment hereunder for
           Cause (as hereinafter defined). If the Company terminates the
           Employee's employment hereunder for Cause, the Employee shall be
           entitled to receive;

           (i)    any unpaid Base Salary through the Date of Termination;

           (ii)   an immediate prorated annual incentive for the fiscal year in
                  which the Date of Termination occurs, equal to the minimum
                  annual incentive (determined without regard to any performance
                  goals) provided by Section 3(b)(ii) multiplied by a fraction,
                  the numerator of which is the number of days in such fiscal
                  year through the Date of Termination and the denominator of
                  which is 365;

           (iii)  any deferred compensation (including, 

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                  without limitation, interest or other credits on such deferred
                  amounts), any accrued vacation pay and any reimbursement for
                  expenses incurred but not yet paid prior to such Date of
                  Termination; and

           (iv)   any other compensation or benefits which may be owed or
                  provided to or in respect of the Employee in accordance with
                  the terms and provisions of this Agreement or any plans and
                  programs of the Company.

           The Employee shall be given written notice authorized by a vote of at
           least a majority of the members of the Board that the Company
           intends to terminate the Employee's employment for Cause;
           provided, however, that following a Change of Control (as
           hereinafter defined), such written notice must be authorized by a
           vote of at least 75% of the members of the Board.  Such written
           notice shall specify the particular act or acts, or failure to
           act, which is/are the basis for the decision to so terminate the
           Employee's employment for Cause.  The Employee, together with his
           legal counsel, shall be given the opportunity within thirty (30)
           calendar days of the receipt of such notice to meet with the
           Board to defend such act or acts, or failure to act, and, if such
           act or failure to act is correctable, the Employee shall 

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           be given 30 business days after such meeting to correct such act or
           failure to act. If such act or failure to act is not correctable or
           upon failure of the Employee, within such latter thirty (30) day
           period, to correct such act or failure to act, the Employee's
           employment by the Company shall automatically be terminated for Cause
           as of the date determined in accordance with this Agreement. Anything
           herein to the contrary notwithstanding, if, following a termination
           of the Employee's employment by the Company for Cause based upon the
           conviction of the Employee for a felony, such conviction is
           overturned on appeal, the Employee shall be entitled to the payments
           and benefits that the Employee would have received as a result of a
           termination of the Employee's employment by the Company without
           Cause.

           For the purposes of this Agreement, "Cause" means (A) the Employee is
           convicted of a felony involving moral turpitude or (B) the Employee,
           in carrying out his duties and responsibilities under this Agreement,
           is guilty of gross neglect or gross misconduct resulting, in either
           case, in material economic harm to the Company, and such conduct is
           not cured within thirty (30) days of the Company providing written
           notice to the Employee, unless such act, or failure to act, was
           believed by the Employee in good faith to be in 

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           the best interests of the Company.

      (c)  TERMINATION WITHOUT CAUSE OR TERMINATION FOR GOOD REASON.

           The Company shall be permitted to terminate the Employee's employment
           hereunder without Cause, and the Employee shall be permitted to
           terminate his employment hereunder for Good Reason (as hereinafter
           defined). If the Corporation terminates the Employee's employment
           hereunder without Cause, other than due to death or Disability, or if
           the Employee effects a termination for Good Reason, the Employee
           shall be entitled to receive:

           (i)    any unpaid Base Salary through the Date of Termination;

           (ii)   an annual incentive for the fiscal year in which the Date of
                  Termination occurs;

           (iii)  any deferred compensation (including, without limitation,
                  interest or other credits on the deferred amounts, any accrued
                  vacation pay and reimbursement for expenses incurred but not
                  paid prior to such termination of employment; and

           (iv)   any other compensation or benefits which may be owed or
                  provided to the Employee in accordance with the terms and
                  provisions of this Agreement or any plans and programs of the
                  Company, including but not limited to the 

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                  United States Filter Corporation Executive Severance Pay Plan.

           For purposes of this Agreement, "Good Reason" means and shall be
           deemed to exist if, without the prior express written consent of
           the Employee, (A) the Employee suffers a reduction in duties,
           responsibilities or effective authority associated with his
           titles and positions as set forth and described in this Agreement
           or is assigned any duties or responsibilities inconsistent in any
           material respect therewith; (B) the Company fails to
           substantially perform any material term or provision of this
           Agreement; (C) the Employee's compensation or benefits provided
           for hereunder is decreased; (D) the Company's principal execute
           office or the Employee's office is relocated to a location more
           than fifty (50) miles from its location on the Effective Date;
           (E) the Company fails to obtain the full assumption of this
           Agreement by a successor entity in accordance with the Agreement;
           (F) the Company purports to terminate the Employee's employment
           for Cause and such purported termination of employment is not
           effected in accordance with the requirements of this Agreement.
           The determination of the amount of any compensation and benefits
           or other payments to be paid or provided to or in respect of the
           Employee hereunder shall be determined without 

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           regard to any reduction therein constituting Good Reason.

      (d)  VOLUNTARY TERMINATION

           The Employee may effect a Voluntary Termination of his employment
           hereunder. A "Voluntary Termination" shall mean a termination of
           employment by the Employee on his own initiative other than (i) a
           termination due to Disability or (ii) a termination for Good Reason.
           A Voluntary Termination shall not be deemed to be a breach of this
           Agreement and shall entitle the Employee to all of the rights and
           benefits which the Employee would be entitled in the event of a
           termination of his employment by the Company for Cause.

      (e)  CHANGE OF CONTROL

           (i)    In the event the Employee's employment with the Company is
                  terminated without Cause or for Good Reason following a Change
                  of Control, Employee shall receive the compensation and
                  benefits under this Agreement as if he had terminated his
                  employment hereunder for Good Reason, (except that the amounts
                  payable is accordance untie Sections 4(c)(i) and (ii) shall be
                  paid within five days of such termination in an undiscounted
                  lump sum).

           (ii)   "Change of Control" shall mean the occurrence of any of the
                  following:

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                  (A)  the acquisition by any person (including any syndicate or
                       group deemed to be a "person" under Section 13(d)(3) or
                       14(d)(2) of the Securities Exchange Act of 1934, as
                       amended (the "Exchange Act"), or any successor provision
                       to either of the foregoing, of "beneficial ownership"
                       directly or indirectly, of shares of capital stock of the
                       Company entitling such person to exercise 50% or more of
                       the total voting power of all "Voting Shares" of the
                       Company;

                  (B)  during any year or any period of two consecutive years
                       (not including any period prior to the execution of this
                       Agreement), individuals who at the beginning of such
                       period constitute the Board, and any new director (other
                       than a director designated by a person who has entered
                       into an agreement with the Company to effect a
                       transaction described in clause (i), (iii) or (iv) of
                       this definition) whose election by the Board or
                       nomination for election by the Company's stockholders was
                       approved by a vote of at least two-thirds of the
                       directors then still in office who either were directors
                       at the beginning 

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                       of the period or whose election or nomination for
                       election was previously so approved (hereinafter referred
                       to as "Continuing Directors"), cease for any reason to
                       constitute at least a majority thereof;

                  (C)  any consolidation of the Company with, or merger of the
                       Company into, any other person, any merger of another
                       person into the Company, or any sale or transfer of all
                       or substantially all of the assets of the Company to
                       another person (other than (x) a consolidation or merger
                       which does not result in any reclassification,
                       conversion, exchange or cancellation of outstanding
                       shares of capital stock other than shares of capital
                       stock owned by any of the parties to the consolidation or
                       merger or (y) a merger which is effected solely to change
                       the jurisdiction of incorporation of the Company or (z)
                       any consolidation with or merger of the Company into a
                       wholly owned subsidiary, or any sale or transfer by the
                       Company of all of substantially all of its assets to one
                       or more of its wholly owned subsidiaries in any one

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                       transaction or a series of transactions; or

                  (D)  the stockholders of the Company approve a plan of
                       complete liquidation of the Company.

                  Notwithstanding the foregoing, unless otherwise determined by
                  the Board of Directors, no change in control of the Company
                  shall be deemed to have occurred if (x) the Employee is a
                  member of a group which first announces a proposal which, if
                  successful, would result in a Change of Control, which
                  proposal (including any modifications thereof) is ultimately
                  successful, or (y) the Executive acquires a two percent or
                  more equity interest in the entity which ultimately acquires
                  the Company pursuant to the transaction described in (x) of
                  this paragraph.

                  "Beneficial Ownership" shall be determined in accordance with
                  Rule 13d-3 promulgated under the Exchange Act, except that a
                  person shall be deemed to be the "beneficial owner" of all
                  securities that such person has the right to acquire, whether
                  such right is exercisably immediately or only after the
                  passage of time.

                  "Voting Share" means all outstanding shares 

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                  of any class or classes (however designated) of capital stock
                  of the Company entitled to vote generally in the election of
                  the Board of Directors of the Company.

           (iii)  If any payment or benefit to which the Employee becomes
                  entitled pursuant to this Agreement will be subject to the tax
                  imposed by section 4999 of the Internal Revenue Code of 1986,
                  as amended (the "Code") (or any similar tax that may hereafter
                  be imposed) (the "Excise Tax"), the Company shall pay to the
                  Employee at the time specified below, an additional amount
                  (the "Gross-up Payment") such that the net amount retained by
                  the Employee, after deduction of any Excise Tax on the Total
                  Payments (as hereinafter defined) and any federal, state and
                  local income tax and Excise Tax upon the payment provided for
                  by this subsection, shall be equal to the Total Payments. For
                  purposes of determining whether any of such payments or
                  benefits will be subject to the Excise Tax, and the amount of
                  such Excise Tax, (if) any over payments or benefits received
                  or to be received by the Employee in connection with a Change

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                  of Control or his termination of employment, whether pursuant
                  to the terms of this Agreement or otherwise (which together
                  with the payments and benefits pursuant to this Agreement,
                  constitute the "Total Payments") shall be treated as
                  "parachute payments" within the meaning of section 280G(b)(2)
                  of the Code, and all "excess parachute payments" within the
                  meaning of section 280G(b)(1) shall be treated as subject to
                  the Excise Tax, unless in the opinion of tax counsel selected
                  by the Company's independent auditors and acceptable to the
                  Employee such other payments or benefits (in whole or in part)
                  do not constitute parachute payments, or such excess parachute
                  payments (in whole or in part) represent reasonable
                  compensation for services actually rendered within the meaning
                  of section 280G(b)(4) of the Code in excess of the base amount
                  within the meaning of section 280G(b)(3) of the Code, or are
                  otherwise not subject to the Excise Tax, (B) the amount of the
                  Total Payments which shall be treated as subject to the Excise
                  Tax shall be equal to the lesser

                                       21
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                         of (1) the total amount of the Total Payments or (2)
                         the amount of excess parachute payments within the
                         meaning of section 280G(b)(l) (after applying paragraph
                         (A), above), and (C) the value of any non-cash benefits
                         or any deferred payment or benefit shall be determined
                         by the Compass independent auditors in accordance with
                         the principles of sections 280G(d)(3) and (4) of the
                         Code. For purposes of determining the amount of the
                         Gross-Up Payment, the Employee shall be deemed to pay
                         federal income taxes at the highest marginal rate of
                         federal income taxation in the calendar year in which
                         the Gross-Up Payment is to be made and state and local
                         income taxes at the highest marginal rate of taxation
                         in the sate and locality of his residence on the Date
                         of Termination, net of the maximum reduction in federal
                         income taxes which could be obtained from deduction of
                         such state and local taxes. In the event that the
                         Excise Tax is subsequently determined to be less than
                         the amount taken into account hereunder at the time of
                         termination of his employment, the Employee shall repay

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                         to the Company at the time that the amount of such
                         reduction in Excise Tax is finally determined the
                         portion of the Gross-Up Payment attributable to such
                         reduction (plus the portion of the Gross-Up Payment
                         attributable to the Excise Tax and federal and state
                         and local income tax imposed on the Gross-Up Payment
                         being repaid by him if such repayment results in
                         reduction in Excise Tax and/or a federal and state and
                         local income tax deduction) plus interest on the amount
                         of such repayment at the rate provided in section
                         1274(b)(2)(B) of the Code. In the event that the Excise
                         Tax is determined to exceed the amount taken into
                         account hereunder at the time of the Employee's
                         termination of employment (including by reason of any
                         payment the existence or amount of which cannot be
                         determined at the time of the Gross-Up Payment), the
                         Company shall make an additional Gross-Up Payment in
                         respect of such excess (plus any interest payable with
                         respect to such excess) at the time that the amount of
                         such excess is finally determined. If the mounts of any
                         payments under this Agreement cannot

                                       23
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                         be finally determined on or before the payment date
                         otherwise scheduled for payment, the Company shall pay
                         to the Employee on such date an estimate, as determined
                         in good faith by the Company, of the minimum amount of
                         such payment and shall pay the reminder of such
                         payments (together with interest at the rate provided
                         in section 1274(b)(2)(B) of the Code) as soon as the
                         amount thereof can be determined, but in no event later
                         than the thirtieth day after the Date of Termination.
                         In the event that the amount of the estimated payments
                         exceeds the amount subsequently determined to have been
                         due, such excess shall constitute a loan by the Company
                         to the Employee payable on the fifth day after demand
                         by the Company (together with interest at the rate
                         provided in section 1274(b)(2)(B) of the Code).

          (f)  CONTINUATION OF EMPLOYEE BENEFITS.

               Upon the termination of the Employee's employment hereunder for
               whatever reason, the Company shall continue, for such period
               after the Date of Termination as it is required (or would be
               required absent the requirement in Section 4(e)(i) to pay a lump
               sum) in accordance with this Section

                                       24
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               4, to continue to pay Base Salary to or in respect of the
               Employee, to cover the Employee and/or the Employee's family
               under Dose life, disability, accident and health insurance
               benefits that revere applicable to the Employee on the Date of
               Termination at the same benefit levels and on the same terms and
               conditions then in effect; provided however, that such coverage
               shall be no less favorable than that to which the Employee and/or
               his family was entitled immediately prior to his Date of
               Termination or, if applicable, the occurrence of any event
               constituting Good Reason; and further provided that in the event
               Employee's employment hereunder is terminated for Disability,
               such coverage shall continue for twenty-four (24) months
               following the Date of Termination. In the event that the Employee
               and/or the Employee's family's participation in any such program
               is barred, the Company shall arrange to provide the Employee
               and/or the Employee's family with benefits substantially similar
               to those which the Employee and/or the Employee's family would
               otherwise have been entitled to receive under such plans and
               programs Mom which continued participation is barred. Following
               the continuation period described in this subsection, the
               Employee and the Employee's family shall be entitled to elect
               continuation coverage under

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               Section 601 et. seq. of the Employee Retirement Income Security
               Act.

          (g)  EQUITY BASED AWARDS.

               In the event of the termination of the Employee's employment
               hereunder other than pursuant to Section 4(b) or (d), any vesting
               or service requirements under any outstanding stock option or
               restricted stock awards then held by the Employee shall be deemed
               fully satisfied as of the Date of Termination. Anything herein or
               in any other agreement, plan or program to the contrary
               notwithstanding, in the event of the termination of the
               Employee's employment hereunder for whatever reason, all
               outstanding vested stock options held by the Employee as of the
               Date of Termination, including any for which vesting has been
               accelerated pursuant to this Section, shall remain exercisable
               for the balance of the respective terms thereof.

          (h)  NO MITIGATION OR OFFSET.

               The Company agrees that, if the Employee's employment with the
               Company terminates, the Employee is not required to seek other
               employment or to attempt in any way to reduce any amounts payable
               to or in respect of the Employee by the Company pursuant to this
               Agreement. Further, the amount of any payment or benefit provided
               for in this Agreement shall not be reduced by an

                                       26
<PAGE>
 
               compensation earned by the Employee as the result of employment
               by another employer, by retirement benefits, by offset against
               any amount claimed to be owed by the Employee to the Company, or
               otherwise.

          (i)  NOTICE OF TERMINATION.

               (i)  Any termination of the Employee's employment by the Company
               (over than due to death) shall be communicated by a notice of
               termination to the other party hereto given in accordance with
               this Agreement (the "Notice of Termination"). The Notice of
               Termination shall be given (A) in the case of a termination for
               Cause, within 90 business days after a director of the Company
               (excluding the Employee) has actual knowledge of the events
               giving rise to such purported termination, (B) in the case of a
               termination for Good Reason, within 180 days of the Employee's
               having actual knowledge of the event or events constituting Good
               Reason; (C) in the case of termination for Disability, not later
               than 30 days prior to the date the Company reasonably expects the
               six month period referred to in Section 4(a) to expire; and (D)
               in the case of Voluntary Termination, not later than 150 days
               prior to the date of termination specified in such notice. Such
               notice shall (X) indicate the specific termination provision in
               this Agreement relied

                                       27
<PAGE>
 
                    upon, (Y) set forth in reasonable detail the facts and
                    circumstances claimed to provide a basis for termination of
                    the Employee's employment uncles the provision so indicated,
                    as applicable, and (Z) if the Date of Termination is other
                    than the date of actual receipt of such notice, specify the
                    date on which the Employee's employment is to be terminated
                    (which date shall not be earlier than the date on which such
                    notice is actually received).

               (ii) If within fifteen (15) days after any Notice of Termination
                    is given, or, if later, prior to the Date of Termination (as
                    determined without regard to this Section) the party
                    receiving such Notice of Termination notifies the other
                    party that a dispute exists concerning the termination, the
                    Date of Termination shall be extended until the earlier of
                    (A) the date on which the Employment Term ends or (B) the
                    date on which the dispute is finally resolved, either by
                    mutual written agreement of the parties or by a final
                    judgment, order or decree of an arbitrator or a court of
                    competent jurisdiction (which is not appealable or with
                    respect to which the time for appeal therefrom has expired
                    and no appeal has been perfected); provided however, that
                    the Date

                                       28
<PAGE>
 
                    of Termination shall be extended by a notice of dispute
                    given by the Employee only if such notice is given in good
                    faith and the Employee pursues the resolution of such
                    dispute with reasonable diligence. If the Date of
                    Termination is extended in accordance with this Section, the
                    Company shall continue to pay the Employee his full
                    compensation and benefits in effect when the notice giving
                    rise to the dispute was given (including, but not limited
                    to, Base Salary) and continue the Employee's participation
                    in all employee benefit plans in which the Employee was
                    participating and, on the same terms and conditions as, when
                    the notice giving rise to the dispute was given, until the
                    Date of Termination, as determined in accordance with this
                    Section. The determination of the amount of any compensation
                    and benefits or odder payments to be paid or provided to or
                    in respect of the Employee hereunder shall be determined
                    without regard to any reduction therein constituting Good
                    Reason. Amounts paid under this Section are in addition to
                    all other amounts due under this Agreement and shall not be
                    offset against or reduce any other amounts due under this
                    Agreement.

             (iii)  For purposes of this Agreement, "Date of

                                       29
<PAGE>
 
                    Termination" means (A) in the case of a termination for
                    which a Notice of Termination is required the date of actual
                    receipt of such Notice of Termination, or if later, the date
                    specified therein, as the case may be, (B) in the case of
                    Disability, the last day of the six month period referred to
                    in Section 4(a), and (C) in all other cases, the actual date
                    on which the Executive's employment terminates during the
                    Term of Employment.

     5.   ENFORCEMENT OF AGREEMENT; DEFENSE OF ACTIONS.
          -------------------------------------------- 

          If the Employee determines that it is necessary or desirable for him
          to retain legal counsel or incur other costs and expenses in
          connection with either enforcing party and all of his rights under
          this Agreement or defending against any allegations by the Company of
          breach of this Agreement by him, the Employee shall be entitled to
          recover from the Company reasonable attorneys' fees, costs and
          expenses incurred by him in connection with such enforcement or
          defense. Such payments shall be made by the Company to the Employee
          (or directly to the Employee's attorney) promptly following submission
          to the Company of appropriate documentation evidencing the incurrence
          of such attorneys' fees, costs, and expenses. The Employee's rights to
          payments under this Section shall not be affected by the final outcome
          of any dispute with the Corporation; provided however,

                                       30
<PAGE>
 
          that to the extent that the court shall determine that under the
          circumstances recovery by the Employee of all or a part of any such
          fees and costs and expenses would be unjust or inappropriate, the
          Employee shall not be entitled to such recovery.

     6.   PROTECTIVE COVENANTS.
          -------------------- 

          (a)  COMPENSATION BENEFITS IF SECTION 6 (b) OR (c) ARE BREACHED.

               The Employee agrees that if during the Employment Term, and for a
               period of one year thereafter, he (i) in any manner (except as
               provided below), directly or indirectly, though any parson, firm
               or corporation, alone or as a member of a partnership or as an
               officer, director, stockholder, investor or employee of or
               consultant to any other corporation or enterprise or otherwise
               engages or assists any other person, firm, corporation or
               enterprise in engaging in any business then being conducted by
               the Company (but not later than as of the Date of Termination) in
               any geographic area in which the Company is then conducting such
               business or (ii) breaches his obligations under Section 6(b) or
               (c), any compensation benefits to which the Employee would
               otherwise have been entitled shall be suspended for one year, or,
               if less, the remaining balance of the period unto respect to
               which the Employee,

                                       31
<PAGE>
 
               would be so entitled to such payment and benefits, which payments
               and benefits shall be deemed immediately forfeited. Nothing
               herein shall prohibit the Employee from being a stockholder in a
               mutual fund or a diversified investment company or a passive
               owner of not more than two percent of the outstanding stock of
               any class of a corporation any equity securities of which are
               publicly traded, so long as the Employee has no active
               participation in the business of such corporation. Clause (i) of
               this subsection shall not apply following the Employment Term if
               the Employee is terminated without Cause or terminates for Good
               Reason following a Change of Control.

          (b)  NO SOLICITATION OF EMPLOYEES.

               The Employee further agrees that during the Employment Term and
               for one year thereafter, he shall not, in any manner, directly or
               indirectly induce or attempt to induce any employee of the
               Company to terminate or abandon his or her employment for any
               purpose whatsoever. This subsection (b) shall not apply following
               the Employment Term if the Employee is terminated without Cause
               or terminates for Good Reason following a Change of Control.

          (c)  NON-DISCLOSURE.

               The Employee shall not, at any time during the Employment Term or
               thereafter, make use of or

                                       32
<PAGE>
 
               disclose, directly or indirectly, any trade secret, customer
               lists or other confidential or secret information of the Company
               not available to the public generally or to the competitors of
               the Company ("Confidential information), except to the extent
               that such Confidential Information becomes a matter of public
               record or is otherwise available to the general public, other
               than as a result of any act or omission of the Employee, or is
               required to be disclosed by any law, regulation or order of any
               court or regulatory commission, department or agency. Promptly
               following the Date of Termination, the Employee shall surrender
               to the Company all records, memoranda, notes, plans, reports,
               computer tapes and software and other documents and data relating
               to any Confidential Information or the business of the Company
               that he may then possess or have under his control (together with
               all copies thereon; provided however, that the Employee may
               retain copies of such documents as are necessary for the
               preparation of his federal or state income tax returns.

          (d)  FALSE, DEFAMATORY, OR DISPARAGING STATEMENTS.

               The Employee agrees that, while he is employed by the Company,
               and after his Date of Termination, he shall not make any false,
               defamatory or disparaging statements about the Company, or the

                                       33
<PAGE>
 
               officers or directors of the Company that are reasonably likely
               to cause material damage to the Company, or the officers or
               directors of the Company. While the Employee is employed by the
               Company, and after his Date of Termination, the Company agrees
               that neither the officers nor the directors of the Company shall
               make any false, defamatory or disparaging statements about the
               Employee that are reasonably likely to cause material damage to
               the Executive.

          (e)  INJUNCTIONS TO PREVENT BREACHES OF PROTECTIVE COVENANTS.

               The parties hereto agree that the Company would be damaged
               irreparably in the event of any provision of paragraphs (b), (c)
               or (d), next above, were not performed by the Employee in
               accordance with their respective terns or were otherwise breached
               and that money damages would be an inadequate remedy for any such
               nonperformance or breach. Therefore, the Company or its
               successors or assigns shall be entitled, in addition to any other
               rights and remedies existing in their favor, to an injunction or
               injunctions to prevent any breach or threatened breach of any
               such provisions and to enforce such provisions specifically
               (without posting a bond or other security). The parties hereto
               agree that the Employee would be damaged irreparably in the event
               of any provision

                                       34
<PAGE>
 
               of paragraph (d), next above, were not performed by the Company
               in accordance with its or were otherwise breached and that money
               damages would be an inadequate remedy for any such nonperformance
               or breach. Therefore, the Employee shall be entitled, in addition
               to any other rights and remedies existing in his favor, to an
               injunction or injections to prevent any breach or threatened
               breach of any such provisions and to enforce such provision
               specifically (without posting a bond or other security).

     7.   SUCCESSORS.
          ---------- 

          (a)  THE EMPLOYEE.

               This agreement is personal to the Employee and, without the prior
               express written consent of the Company, shall not be assignable
               by the Employee, except that the Employee's rights to receive any
               compensation or benefits under this Agreement may be transferred
               or disposed of pursuant to testamentary disposition, intestate
               succession or pursuant to a domestic relations order of a court
               of competent jurisdiction.  This Agreement shall inure to the
               benefit of and be enforceable by the Employee's heirs,
               beneficiaries and/or legal representatives.

          (b)  THE COMPANY.

               This Agreement shall inure to the benefit of and be binding upon
               the Company and its successors and

                                       35
<PAGE>
 
               assigns. The Company shall require any successor to all or
               substantially all of the business and/or assets of the Company,
               whether direct or indirect, by purchase, merger, consolidation,
               acquisition of stock, or otherwise, by an agreement in form ant
               substance satisfactory to the Employee, expressly to assume and
               agree to perform this Agreement in the same manner and to the
               same extent as the Company would be required to perform if no
               such succession had taken place.

     8.   MISCELLANEOUS.
          ------------- 

          (a)  APPLICABLE LAW.

               This Agreement shell be governed by and construed in accordance
               with the laws of the State of California, applied without
               reference to principles of conflict of laws.

          (b)  AMENDMENTS.

               This Agreement may not be amended or modified otherwise than by a
               written agreement executed by the parties hereto or their
               respective successors and legal representatives.

          (c)  NOTICES.

               All notices and other communications hereunder shall be in
               writing and shall be given by hand-delivery to the other park or
               by registered or certified mail, return receipt requested,
               postage prepaid, addressed as follows:

                                       36
<PAGE>
 
                 If to Employer: UNITED STATES FILTER CORPORATION
                                 40-004 Cook Street
                                 Palm Desert, CA 92211

                 If to Employee: RICHARD J. HECKMANN
                                 72551 Clancy Lane
                                 Rancho Mirage, CA 92270

                 With a Copy to: LAZOF & COSS
                                 Attn: Ronald C. Lazof, Esq.
                                 4590 MacArthur Boulevard,
                                 Suite 390
                                 Newport Beach, CA 92660

               or to such other address as either party shall have furnished to
               the other in writing in accordance herewith.  Notices and
               communications shall be effective when actually received by the
               addressee.

          (d)  WITHHOLDING.

               The Company may withhold from any amounts payable under this
               Agreement such federal, state or local income taxes as shall be
               required to be withheld pursuant to any applicable law or
               regulation.

          (e)  SEVERABILITY.

               The invalidity or unenforceability of any provision of this
               Agreement shall not affect the validity or enforceability of any
               other provision of this Agreement.

          (f)  CAPTIONS.

               The captions of this Agreement are not part of the

                                       37
<PAGE>
 
               provisions hereof and shall have no force or effect.

          (g)  BENEFICIARIES/REFERENCES.

               The Employee shall be enabled to select (and change) a
               beneficiary or beneficiaries to receive any compensation or
               benefit payable hereunder following the Employee's death, and may
               change such election, in either case by giving the Company
               written notice thereof.  In the event of the Employee's death or
               a judicial determination of his incompetence, reference in this
               Agreement to the Employee shall be deemed, where appropriate, to
               refer to other beneficiary(ies), estate or his legal
               representative(s).

          (h)  ENTIRE AGREEMENT.

               This Agreement will contain the entire agreement between the
               parties concerning the subject matter hereof and will supersede
               all prior agreements, understandings, discussions, negotiations
               and undertakings, whether written or oral, between the parties
               with respect to the subject matter hereof, other than the
               Executive Retention Agreement (to the extent provided herein).
               However, nothing in this Agreement shall adversely affect the
               Employee's rights to benefits accrued prior to the Effective
               Date, and, except as contemplated hereby, the Employee's rights
               with respect to stock  options and restricted stock granted prior

                                       38
<PAGE>
 
               to the Effective Date shall be governed by the respective stock
               options and restricted stock agreements relating thereto.

          (i)  ARBITRATION.

               Company and Employee agree that any controversy or dispute
               arising out of or in connection with this Agreement, its
               interpretation, performance of termination, shall upon demand of
               a party, be submitted to and decided by binding arbitration.  The
               arbitration shall be conducted pursuant to Part 3, Title 9 of the
               California Code of Civil Procedure Sections 1280-1288.8.
               -------------------------------------------------------  
               Discovery, including depositions for the purpose of discovery,
               shall be broadly permitted, and the provisions of the California
                                                                     ----------
               Code of Civil Procedure Section 1283.05 shall apply.  Any demand
               -----------------------                                         
               to arbitrate shall be deemed to have been made on the date
               actually received by the party upon whom it is served, and, for
               the purposes of the statute of limitations, shall have the same
               effect as it suit had been filed on the date the demand is made.
               The arbitration shall occur in Orange County, California, before
               a single retired or former judge of the Superior Court of the
               State of California, or the Court of Appeals of the State of
               California.  The parties shall agree upon an arbitrator within
               ten (10) days after the demand is made, and if the parties fail
               to so agree, then

                                       39
<PAGE>
 
               any of them may apply to the Court for an order appointing an
               arbitrator meeting the requirements of this section. The
               arbitrator's decision shall be rendered in ninety (90) days after
               the hearing and the decision of the arbitrator shall be final and
               binding and shall be subject to confirmation, correction or
               vacation in accordance with the provisions of California Code of
                                                             ------------------
               Civil Procedure Sections 1285-1287.4. Any application, petition,
               ---------------
               or other proceeding (A) to enforce the award or the provisions of
               this Agreement, (B) to the extent that the arbitrator does not
               have the power or authority to resolve or grant the relief
               sought, and/or (C) for provisions or equitable relief pending
               appointment of the arbitrator, shall be commenced in the
               appropriate State or Federal Court having jurisdiction in Orange
               County, California, and the parties hereby consent to
               jurisdiction and venue in such Courts.

          (j)  REPRESENTATION.

               The Company represents and warrants that it is fully authorized
               and empowered to enter into this Agreement and Mat the
               performance of its obligations under this Agreement will not
               violate any agreement between the Company and any other person,
               firm or organization or any applicable laws or regulations.

          (k)  SURVIVORSHIP.

                                       40
<PAGE>
 
               The respective rights and obligations of the parties hereunder
               shall survive any termination of this Agreement or the Employee's
               employment hereunder to the extent necessary to the intended
               preservation of such rights and obligations.

                                       41
<PAGE>
 
IN WITNESS WHEREOF, the parties have executed this Agreement on the date set
forth opposite their signatures herein below.


                              EMPLOYER:
                              --------

                              UNITED STATES FILTER CORPORATION,
                              a California corporation



DATED: ____________, 1998     By:_______________________________
                              Its:______________________________
                                         (title)


                              EMPLOYEE:
                              -------- 


DATED: ____________, 1998     By:_______________________________
                                         RICHARD J. HECKMANN

                                       42