Exhibit A

                              EXECUTIVE BONUS PLAN

1.   Introduction

This  Executive  Bonus  Plan (the  "Plan")  dated as of April 18,  2002 has been
established for B. Tom Carter, Jr. (the "Executive") in his capacity as Chairman
of the Board of Directors and Chief Executive Officer of HydroChem Holding, Inc.
("Holding") and HydroChem Industrial Services, Inc. (the "Company"). The Plan is
effective for fiscal year 2002.

2.   Definitions

In addition to the defined terms set forth elsewhere in this Plan, the following
terms when used in this Plan shall have the meaning set forth below:

     a.  "Actual  EBIT" shall mean  earnings  before  interest  and taxes of the
Company  for fiscal year 2002  without  regard to any  acquisition(s)  which may
occur during such year.

     b.  "Budgeted  EBIT" shall mean the budgeted EBIT of the Company for fiscal
year 2002.

     c. "Interest Factor Target" shall mean 85%.

     d. "Actual Interest Factor" shall mean the percentage  reflecting the ratio
in fiscal year 2002 between (i) the Company's interest expense without regard to
any interest accrued to finance any  acquisitions(s)  consummated in fiscal year
2002, and (ii) Actual EBIT.

3.   Calculation of Bonus

The Executive's bonus under this Plan shall be calculated as follows:

Category 1-EBIT Achievement

The Executive shall be credited with the amount set forth in the table below for
each percentage point (with a proration for any partial  percentage  point) that
Actual EBIT exceeds 85% of Budgeted EBIT.
<TABLE>
<CAPTION>
             Actual EBIT                                      Amount per Point
             -----------                                      ----------------
             <S>                                                  <C>
             Between 85% and 100% of Budgeted EBIT                $18,333.33

             Greater than 100% of Budgeted EBIT                   $40,000.00
</TABLE>


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<PAGE>
Category II- Economic Profit (ROI)
----------------------------------

There shall be deducted from all amounts  credited  under  Category I (i.e.  all
amounts  credited for Actual EBIT  exceeding  Budgeted  EBIT) an amount equal to
$15,000 for each percentage  point (with a proration for any partial  percentage
point),  if any, that the Actual  Interest  Factor  exceeds the Interest  Factor
Target.  Any amount  deducted under this Category II shall not exceed any amount
credited under Category I.

Bonus Amount
------------

The Executive's  bonus under this Plan shall be the amount, if any, by which all
amounts credited under Category I exceed any amounts deducted under Category II.

4.   Payment of Bonus

The Company shall pay to the  Executive  any bonus due under the Plan  following
completion of the annual year end audit by the Company's  independent  auditors,
delivery of the resulting audited financial statements to the Company's Board of
Directors,  and adoption of an appropriate resolution authorizing payment by the
Compensation  Committee of the Board of  Directors of Holding (the  "Committee")
all of which would be expected to occur no later than April 18, 2003.

5.   Termination of Employment

The  Executive  must be  actively  employed  by the Company on the day any bonus
under  this  Plan  is to be  paid  to  receive  his  bonus.  If the  Executive's
employment with the Company terminates for any reason prior to the day any bonus
is paid,  then the  Executive  will no  longer  be  covered  by this  Plan or be
eligible  to  receive  any  bonus  hereunder.  This  Plan  does not  confer  any
continuing rights to employment.

Notwithstanding  anything  herein to the contrary,  the first  paragraph of this
section 5 shall not apply when there has been a resignation  by the Executive or
termination  of his  employment  by the Company  without  cause  either of which
occurs  after  there  has been a change of  control.  For the  purposes  of this
paragraph,  the term "cause" shall have the same meaning as set forth in section
7 (a) of the Employment  Agreement between Holding and the Executive dated as of
December 15, 1993, as amended,  and the term "change of control " shall have the
same meaning as set forth in section 1.01 of the Indenture  dated August 1, 1997
governing the Company's 10 3/8 % Senior  Subordinated  Notes due August 1, 2007.
Further, if Executive's  employment terminates due to death or disability,  then
the Committee,  acting in its sole discretion, may award to the Executive or his
estate,  as the case may be, all or a prorata share of any bonus under this Plan
that otherwise would have been payable.

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<PAGE>
6.   Miscellaneous

     a. Entire  Agreement  and  Amendments.  This Plan  document  sets forth the
entire  agreement  between  the Company and the  Executive  with  respect to the
subject of a bonus for the Executive for fiscal year 2002, and it supersedes any
and  all  other  prior  or  contemporaneous  documents,   agreements,  writings,
negotiations, discussions or understandings regarding the same. This Plan may be
amended  at any  time  in  the  future  by the  Committee  upon  adoption  of an
appropriate resolution and written notice to the Executive.

     b.  Governing  Law. This Plan shall be governed by the laws of the State of
Texas without regard to the conflict of law provisions thereof.

     c.  Captions. The captions to the sections and subsections of this Plan are
for convenience of reference only and shall not be construed as a part hereof.

     d.  Severability. If any provision of this Plan shall be held by a court of
competent  jurisdiction  to be  illegal,  invalid and  unenforceable,  then such
provision shall be severed from this Plan and the remainder thereof shall remain
in full  force  and  effect.  Further,  in lieu of  such  illegal,  invalid  and
unenforceable  provision,  there shall be  substituted  therefore a provision as
close thereto as possible which is valid, legal and enforceable.





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