January 28, 2002


Mr. Kelvin Collard
350 Creekside Drive
League City, Texas 77573

Dear Kelvin:

HydroChem Industrial Services,  Inc. (the "Company") is pleased to offer you a
position as Vice President and Chief Financial  Officer.  Initially,  you will
report to the Chief  Executive  Officer at our Georgia Avenue facility in Deer
Park, Texas.

Additional details of this offer are as follows:

1.    The  commencement  date of your employment will be no later than Monday,
      February 11, 2002.

2.    Your base  compensation  will be $6,634.62  biweekly  paid in accordance
      with the Company's payroll policies.

3.    You  will be  eligible  to  participate  in the  Company's  2002  Annual
      Discretionary  Bonus  Plan,  a copy of which  will be  furnished  to you
      separately.  Under this plan,  you will be eligible to earn up to 40% of
      your base  compensation  for 2002. The amount of any bonus will be based
      upon overall  performance of the Company and a subjective  evaluation of
      your  performance  for 2002. The payment of any bonus under this plan is
      conditional  upon, among other things,  your remaining  employed through
      the date of payment.

4.    You will also be  eligible  to  participate  in the  Company's  Deferred
      Bonus  Plan,  a copy of  which  will  be  furnished  to you  separately.
      Subject to your  continuing  employment,  you would  receive  under this
      plan (i) as of May 1, 2002, a Deferred Bonus grant of $60,000,  and (ii)
      as of May 1, 2003,  an additional  Deferred  Bonus equal to at least 50%
      of your bonus under the 2002 Annual Discretionary Bonus Plan.

5.    Within 60 days from the  commencement  of your  employment,  the Company
      will pay you a sign-on bonus of $5,000, less all applicable  withholding
      taxes and other  deductions  required  by law.  If you  resign  from the
      Company within 12 months of your  employment  date, you will be required
      to immediately repay the Company 100% of the $5,000 sign-on bonus.

6.    You will be eligible to  participate  in all benefit  programs  that are
      available  to  Company  employees  generally,  which  includes  medical,
      dental  and  vision  insurance  programs  provided  by  the  Company.  A
      summary of the current benefit  programs is attached.  Additionally,  as
      we  discussed,  if you  choose  not to  enroll  in  HydroChem's  medical
      insurance  plan, we will  compensate you $ 750.00 monthly for each month
      you are not enrolled in the plan until 12/31/02.

7.    You will be eligible for a $750 per month car  allowance  for the use of
      your own personal  vehicle,  subject to  compliance  with the  Company's
      Motor Vehicle Policy.


<PAGE>

Mr. Kelvin Collard
January 28, 2002
Page Two


8.    If the Company  terminates  your  employment  without  "Cause," then the
      Company  will pay to you, in  addition  to any  amounts  accrued as base
      compensation in respect of periods prior to such termination:

(i)   if such termination occurs during the first year of your employment, an
               amount equal to (x) the base compensation that would have
               otherwise  been payable to you during the remaining months of
               such  first year, or (y) the next six months following the
               date of such termination, whichever is greater, or

(ii)  if such  termination  occurs  after the  first  year of  employment,  an
               amount equal to the base
               compensation  that would  have  otherwise  been  payable to you
               during the next six months following such termination.

In either  case,  such amount will be based on the base  compensation  then in
effect  and  shall  be  payable  in  installments  as if  you  employment  had
continued  through the applicable  number of months.  For the purposes of this
section  8,  "Cause"  means  (a) any act  that  involves  moral  turpitude  or
reflects  adversely  on the  company in a material  way,  (b) fraud or willful
misconduct  by you, or (c) your being  convicted  or indicted of any felony or
other crime involving fraud, misappropriation or embezzlement.

This offer of employment is subject to your  completion,  satisfactory  to the
Company,  of its pre-employment  procedures.  These include your completing an
employment  packet and it not  disclosing  any matter  which  would  cause the
Company to withdraw  this offer of  employment;  your  completing  a substance
abuse test;  your signing the  Company's  standard  form  agreement  regarding
inventions,  confidentiality,  non-solicitation of employees and other similar
matters;  your motor  vehicle  report being  obtained and it not reporting any
matter  which would place you in conflict  with the  Company's  motor  vehicle
policy; a standard background check; and your providing certain  documentation
verifying your identity and authorization to work in the United States.

Certain  pre-employment  forms will be given to you at the time your substance
abuse test is scheduled;  these include the  employment  application  and Form
I-9 Employment  Eligibility  Verification which you should complete and return
on or before the day you report to work.

If you desire to accept this offer,  please sign this letter  below and return
to me or Sandy Scott by Friday,  February 1, 2002.  Signing  this letter shall
also confirm  that,  (a) being  employed by the Company does not conflict with
any  covenant  not to  compete or any other  restrictions  to which you may be
bound,  and (b) you will not disclose to the Company or use in connection with
your employment any confidential,  trade secret or proprietary  information of
any previous employer.

I look forward to your joining  HydroChem  and making a valuable  contribution
to our success.

Sincerely,

/s/ B. Tom Carter, Jr.
----------------------
B. Tom Carter, Jr.
Chief Executive Officer
                                      AGREED AND ACCEPTED:

                                      /s/ Kelvin Collard      February 4, 2002
                                      ------------------      ----------------
                                          Kelvin Collard          Date