EMPLOYMENT AGREEMENT


         EMPLOYMENT  AGREEMENT,  dated as of the 26th  day of  September,  1997,
between  HydroChem  Industrial  Services,  Inc.,  a  Delaware  corporation  (the
"Employer"), and Donovan Boyd, an individual (the "Employee").

         WHEREAS,  Employer  desires to employ  Employee in connection  with the
operation of Employer's  business (the  "Business") and pursuant to the terms of
this Employment Agreement; and

         WHEREAS, Employee desires to accept such employment;

         NOW THEREFORE,  in consideration of the premises, the full and faithful
performance of the respective agreements herein contained,  and the discharge of
the respective  obligations  herein imposed,  the parties mutually  covenant and
agree that in lieu of all prior agreements between the parties relating thereto,
Employee will become employed by Employer for the term herein specified and will
enter into a  covenant  not to  compete  and  certain  other  covenants  for the
protection of trade secrets and confidential  information of Employer,  all upon
the terms and conditions hereinafter set forth:

         1. Term.  Subject to the provisions  for  termination  hereinafter  set
forth,  the term of this  Agreement  shall be for the fourteen month period from
November  1, 1997 to December  31, 1998 (the  "Initial  Term"),  unless  earlier
terminated by Employee's death or disability.  Thereafter,  this Agreement shall
be  renewed  automatically  on a year to year  basis  (each  such  year  being a
"Renewal  Term") on the conditions  herein set forth,  unless either party gives
notice under  paragraph 10 to the other party,  within thirty (30) days prior to
expiration of the Initial Term or any Renewal Term, of such party's election not
to so renew this Agreement.

         2. Duties.  Employee's  duties shall consist  initially of serving as a
Vice President of the Employer with responsibility for the Employer's operations
in its Gulf Coast Area.

         Employee  agrees to perform  faithfully the duties assigned to Employee
to the best of Employee's ability.

         The Employee  agrees to provide  Employee's  best advice,  information,
judgment and knowledge with respect to the Business,  and Employee warrants that
Employee is free to enter into the terms of this Agreement, that Employee has no
obligation  inconsistent herewith, and that Employee will devote Employee's full
time and best efforts to the Business.

         Employee shall serve Employer loyally, diligently and effectively,  and
shall at all times exert  Employee's  best efforts to promote the success of the
Business' activities as hereinabove stated. Employee shall devote all Employee's
time,  energy and ability to the  interests of Employer and to the  discharge of
Employee's  duties  and  responsibilities  in  an  efficient,   trustworthy  and
businesslike

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manner.  Employee shall do nothing which will in any way impair or prejudice the
name or reputation of Employer.

         3. Compensation. Subject to the performance by Employee of the forgoing
duties,  Employer agrees to compensate  Employee during the Initial Term and any
Renewal Term at the rate of Ten Thousand Dollars ($10,000) per month, payable in
accordance  with the payroll policy of Employer,  but not less than once a month
("Base Compensation").  Employer may from time to time change the amount of Base
Compensation;  provided,  however,  that Employee's Base Compensation may not be
reduced without his written consent.

         Employee shall be entitled to a "Performance  Bonus" for the years 1998
and 1999 of up to Fifty  percent  (50%) of his Base  Compensation  for each such
year.  The actual amount of the  Performance  Bonus shall be based upon Employer
performance,  Gulf Coast Area  performance,  and a subjective  evaluation of the
Employee's performance in each such year. For 1998, the Employer guarantees that
Employee's  Performance Bonus shall be a minimum of Twenty Five Thousand Dollars
($25,000). The Employer shall pay Employee this guaranteed minimum no later than
August 31, 1998 as a non recoverable  advance against the full year  Performance
Bonus. The payment of any further Performance Bonus for 1998 and any Performance
Bonus for 1999 shall be subject to Employee  remaining employed through the date
of payment. The payment of Performance Bonuses for any years after 1999 shall be
in accordance with the bonus plan or plans for other Employer  executives at the
same level as Employee in each applicable year.

         Employee shall be entitled to a "Deferred  Supplemental  Bonus" for the
years 1998 and 1999 in accordance  with and subject to the  Individual  Deferred
Supplemental  Bonus Plan which is  attached  hereto and  incorporated  herein as
Exhibit A.

         As  authorized  from  time to  time by  Employer,  Employee  may  incur
reasonable  expenses in  furtherance  of the  business of  Employer,  including,
without  limitation,  expenses  for  entertainment,  travel and  similar  items.
Employer will reimburse  Employee for all such expenses upon  presentation  each
month by Employee of an itemized account  together with supporting  receipts for
such  expenditures  in  accordance  with  the  rules,  practices,  and  policies
established from time to time by Employer.

         Employee shall have the use of a company vehicle in accordance with the
Employer's motor vehicle policy.

                  4.       Employee Covenants.  At all times during  the Initial
Term, any Renewal Term and thereafter, Employee agrees as provided below:

(a)  Employee   understands  that  Employer's   business   interests  require  a
confidential  relationship  between  Employer and its employees and Employer and
its customers,  the protection and  confidential  treatment of its employees and
customers,  of its  inventions,  trade  secrets,  know-how,  programs  and other
knowledge of its  business,  including  the Business  (hereinafter  collectively
termed  "Information")  whether or not  conceived or learned by its employees in
the course of their  employment.  Accordingly,  Employee shall keep confidential
and treat confidentially all

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Information,  whether patented, or not, and shall not use or aid others in using
Information in competition  with Employer,  this obligation to exist both during
and after  termination  of Employee's  employment  by Employer  pursuant to this
Agreement and for so long as any Information  remains legally  protectable as to
persons receiving it in a confidential relationship.

(b) Employee will disclose to Employer  every  significant  item of  Information
relating to Employer's  interests  and will disclose in writing every  invention
while under the employ of Employer and which reasonably relates to the Business.

(c)  Upon  Employer's  request,  either  during  or  after  termination  of this
employment,  but without  expense to him,  Employee will (i) execute any and all
patent  applications,  assignments,  and other legal  instruments  that Employer
shall deem necessary for the protection of the Information;  (ii) render aid and
assistance  in all  proceedings  pertaining  to such  Information,  and (iii) in
general,   cooperate  with  all  lawful  efforts  by  Employer  to  protect  the
Information.

(d) Upon termination of employment, or from time to time during the Initial Term
or any Renewal Term as Employer may request, Employee will surrender to Employer
all  papers,  documents,  writings,  illustrations,  models  and other  property
produced  thereby  or  coming  into  Employee's  possession  by or  through  his
employment with Employer, and Employee agrees that all such materials are at all
times Employer's property.

(e) During the Initial Term, any Renewal Term,  and for an additional  period of
one year (two  years if the  Employee  voluntarily  terminates  employment  with
Employer)  immediately  following  the  term  of  employment  (the  "Restriction
Period"), and in consideration of the employment hereunder for a specified term,
the Information to be disclosed by Employer to Employee, and Employee's right to
severance  compensation in certain circumstances under Section 5, Employee shall
not,  directly or  indirectly,  (i) induce any employee of Employer to terminate
his employment  with Employer,  (ii) hire any such employee,  (iii) call upon or
solicit,  with the intent to divert or take away,  any clients,  customers,  and
accounts, or (iv) in Employee's own behalf or as a partner,  officer,  director,
employee,  agent, consultant or stockholder (other than as a holder of less than
1% of the outstanding  capital stock of any  corporation  with a class of equity
securities  registered  under Section 12(b) or 12(g) of the Securities  Exchange
Act of 1934, as amended)  engage in, invest in, or render services to any person
or entity engaged in the businesses in which Employer or any of its subsidiaries
or affiliates are engaged.  The parties  intend that the covenants  contained in
this Section 4(e) shall be deemed to be a series of separate covenants,  one for
each  foreign  country  and each  county or parish in each  state of the  United
States and, expect for geographic coverage, each such separate covenant shall be
identical   in  terms  to  the  covenant   contained   in  this  Section   4(e).
Notwithstanding  the  foregoing,  the  covenants  contained in this Section 4(e)
shall only apply to the areas of Employer's  Business for which Employee renders
services  hereunder or receives  Information and in the geographical areas where
Employee  has  responsibilities.  If any judicial or  administrative  body shall
refuse to enforce all of the separate  covenants  contained in this Section 4(e)
because  the time  limit is too long,  it is  expressly  understood  and  agreed
between the parties  hereto that for the purposes of such  proceeding  such time
limitation shall be deemed reduced to the extent necessary to permit enforcement
of such  covenants.  If any  judicial  or  administrative  body shall  refuse to
enforce all of the  separate  covenants  contained  in this Section 4(e) because
they are

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more extensive  (whether as to geographic  area, scope of business or otherwise)
than  necessary  to protect the  business and goodwill of Employer or any of its
subsidiaries  or affiliates,  it is expressly  understood and agreed between the
parties hereto that for purposes of such  proceeding the geographic area , scope
of business or other aspect shall be deemed  reduced to the extent  necessary to
permit enforcement of such covenants.

(f) Employee  acknowledges  that, in view of the nature of the business in which
the  Employer is engaged,  the  restrictions  contained  in this  Section 4 (the
"Restrictions")  are reasonable and necessary in order to protect the legitimate
interests  of the  Employer,  and that any  violation  thereof  would  result in
irreparable   injuries  to  the  Employer,   and  Employee   therefore   further
acknowledges that , in the event Employee violates, or threatens to violate, any
of such Restrictions, the Employer shall be entitled to obtain from any court of
competent  jurisdiction,  without  the  posting  of any bond or other  security,
preliminary and permanent  injunctive relief as well as damages and an equitable
accounting  of all  earnings,  profits,  and other  benefits  arising  from such
violation,  which rights shall be cumulative and in addition to any other rights
or  remedies  in law or  equity  to which  the  Employer  may be  entitled.  The
legitimate  interests  of the  Employer  include,  but are not  limited  to, the
identity of customers, the special needs and requirements of customers,  pricing
strategies, cost factors and bidding strategies.

 (g) If any of the Restrictions under this Section 4, or any part thereof, shall
be  determined  in any  judicial  or  administrative  proceeding  to be invalid,
illegal or unenforceable, the remainder of the Restrictions shall not thereby be
affected and shall be given full effect, without regard to the invalid,  illegal
or unenforceable  provisions. If the period of time or the area specified in the
Restrictions shall be determined in any judicial or administrative proceeding to
be unreasonable,  then the court or administrative  body shall have the power to
reduce the period of time or the area  covered  and, in its reduced  form,  such
provisions shall then be enforceable and shall be enforced.

(h) If Employee  violates any of the  Restrictions,  any applicable  Restriction
Period shall be tolled from the time of the  commencement  of any such violation
until such time as such  violation  shall be cured by Employee to the reasonable
satisfaction of the Employer.

         5.       Termination.

(a) This Agreement may be terminated prior to the expiration of the Initial Term
or any Renewal  Term:  (i) by mutual  agreement of the  parties,  or (ii) by the
Employer either with or without Cause (as such term is hereinafter  defined). If
such  termination is by the Employer for Cause,  all of the Employee's  right to
compensation under Section 3 above shall terminate upon such termination, except
any amount  accrued  Base  Compensation  in  respect  of  periods  prior to such
termination.

If such  termination is by the Employer without Cause, the Employer shall pay to
the Employee, in addition to any amounts accrued as Base Compensation in respect
of periods prior to such termination:

         (i) if such termination occurs during the Initial Term, an amount equal
to the Base  Compensation  that would otherwise be payable to the Employee under
this Agreement during (x)

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the remainder of the Initial Term or (y) the next six months  following the date
of such termination, whichever is greater, or

         (ii) if such  termination  occurs  during any Renewal  Term,  an amount
equal to the Base  Compensation  that  would  otherwise  be  payable  under this
Agreement during the next six months following the date of such termination.

In either  case,  such  amount  will be based on the Base  Compensation  then in
effect  and  payable  in  installments  as if the  employment  of  Employee  had
continued  through  the  applicable  number of  months.  "Cause"  shall mean (i)
failure  by the  Employee  to  perform  assigned  duties  in a  manner  which is
satisfactory  to the Employer which failure is not corrected  within thirty (30)
days after receipt of written notice thereof, (ii) a material breach by Employee
of any of  Employee's  obligations  hereunder,  (iii) fraud or conviction of the
Employee for fraud,  misappropriation,  embezzlement, or any felony, or (iv) any
act  or  action  involving  moral  turpitude  or  reflecting  negatively  on the
Employer.

(b) If the Employee shall die during the term of this Agreement,  this Agreement
shall automatically  terminate,  and no further compensation shall be payable to
Employee hereunder.

(c) If the Employee is unable to discharge his duties  hereunder for a period of
two  consecutive  months by reason of  physical or mental  illnesses,  injury or
incapacity, the Employer may, by written notice to the Employee,  terminate this
Agreement and no further compensation shall be payable to Employee hereunder.

         6.  Severability.   In  case  any  term,  phrase,  clause,   paragraph,
restriction, covenant or agreement herein contained shall be held to be invalid,
illegal or  unenforceable,  the same shall be severed,  and it is hereby  agreed
that the same are meant to be  severable,  and shall  not  defeat or impair  the
remaining provisions hereof. Further, there shall be substituted in lieu of such
invalid,  illegal or unenforceable provision, a provision as close thereto which
is valid, legal and enforceable.

         7. Waiver. A waiver by any party hereto of a breach of any provision of
this Agreement, or of any duties imposed upon any party hereto by law, or of any
other  clauses  hereof,  shall not  operate or be  construed  as a waiver of any
subsequent or continuing breach of this Agreement by any party.

         8.  Assignment.  This Agreement  shall bind and inure to the benefit of
Employer, and its successors and assigns, and Employee, and Employee's heirs and
personal representatives.

         9.  Relationship  Between  Parties.  Employee  shall be considered  and
treated  as having an  employee  status,  and shall be  entitled,  to the extent
Employee is eligible, to participate in any plans,  arrangements or distribution
of and by Employer  pertaining  to or in  connection  with any  pension,  bonus,
profit-sharing,  or similar benefits and life,  health,  accident and disability
insurance or benefits,  or similar  employee  fringe  benefits for  employees of
Employer. All fees,  compensation and other things of value, charged by Employer
and received or realized as a result of the rendering

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of services by Employee on behalf of the  Employer  shall  belong to and be paid
and delivered forthwith to Employer.

         10.  Notices.  Any and all  notices  provided  for  herein  shall be in
writing and shall be considered as properly given if delivered to the party,  or
sent by certified mail, return receipt requested, at the addresses set out below
for such party.

If to Employer:                     HydroChem Industrial Services, Inc.
                                    6210 Rothway
                                    Suite 150
                                    Houston, Texas 77040
                                    Attn: Legal Department

If to Employee:                     Donovan Boyd
                                    4226 Shady Springs
                                    Seabrook, TX  77586

Either party may change its address for notice by giving  proper  notice to such
effect under this Section 10.

         11.      Governing Law.   THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH INTERNAL SUBSTANTIVE LAWS OF STATE OF
TEXAS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

         12. Consent to  Jurisdiction  and Service of Process.  EMPLOYEE  HEREBY
CONSENTS TO  JURISDICTION  OF ANY STATE OR FEDERAL COURT  LOCATED  WITHIN HARRIS
COUNTY,  TEXAS AND AGREES THAT SUBJECT TO  EMPLOYER'S  ELECTION,  ALL ACTIONS OR
PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS AGREEMENT  SHALL BE LITIGATED IN
SUCH COURTS.  EMPLOYEE ACCEPTS  AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM
NON  CONVENIENS,  AND  IRREVOCABLY  AGREES TO BE BOUND BY ANY  JUDGMENT OR ORDER
RENDERED  THEREBY IN CONNECTION WITH THIS  AGREEMENT.  EMPLOYEE ALSO AGREES THAT
SERVICE OF PROCESS  UPON  EMPLOYEE  IN ANY SUCH  ACTION IN ANY SUCH COURT MAY BE
EFFECTED IN  ACCORDANCE  WITH THE NOTICE  PROVISIONS  SET FORTH IN SECTION 10 OF
THIS  AGREEMENT.  NOTHING  HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
OTHER  MANNER  PERMITTED  BY LAW  OR  LIMIT  THE  RIGHT  OF  EMPLOYER  TO  BRING
PROCEEDINGS AGAINST EMPLOYEE IN ANY OTHER JURISDICTION.

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

         14. No Conflict.  Employee  represents  and  warrants to Employer  that
being employed by Employer will not conflict with or violate any covenant not to
compete or any other restrictions to which Employee may be bound.

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<PAGE>



         15. Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties with respect to the subject matter hereof, and it supersedes
all prior or  contemporaneous  agreements,  negotiations or understandings  with
respect to said subject matter.  This Agreement may be amended or waived only by
a written instrument duly signed by both parties.

         EXECUTED  in  duplicate  original  as of the date and year first  above
written.


EMPLOYER:

HydroChem Industrial Services, Inc.

By:   /s/s Gary D. Noto
      -----------------------
      Gary D. Noto, Executive Vice President



EMPLOYEE:
/s/ Donovan Boyd
-------------------------------
Donovan Boyd



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                                                                    EXHIBIT A


                   INDIVIDUAL SUPPLEMENTAL DEFERRED BONUS PLAN
                                       FOR
                                  DONOVAN BOYD

                               September 26, 1997


This  Individual  Supplemental  Bonus Plan (the  "Plan") for  Donovan  Boyd (the
"Employee")  shall  be a part of the  Employment  Agreement  of even  date  (the
"Employment Agreement") between HydroChem Industrial Services, Inc. ("Employer")
and Employee. The following constitue the provisions of the Plan.

     1. 1998  Award.  As of April 1, 1999,  and  subject to  Employee  remaining
employed  by  Employer  through  such  date,  Employer  shall  award  Employee a
supplemental  deferred bonus for 1998 (the "1998 Award"). The amount of the 1998
Award  shall be equal to the  amount of  Employee's  Performance  Bonus for 1998
under the third paragraph of section 3 of the Employment Agreement.

     2. 1999  Award.  As of April 1, 2000,  and  subject to  Employee  remaining
employed  by  Employer  through  such  date,  Employer  shall  award  Employee a
supplemental  deferred bonus for 1999 (the "1999 Award"). The amount of the 1999
Award shall be equal to the amount of the Employee's  Performance Bonus for 1999
under the third paragraph of section 3 of the Employment Agreement.

     3.  Crediting  of Awards.  Each Award  shall be credited to Employee on the
books and records of the  Employer as of the  respective  date of each Award and
shall vest in and become  payable to  Employee  as  hereinafter  set forth.  All
amounts which may become  payable  under the Plan to the Employee  shall be paid
exclusively from the general funds of the Employer. Employee's rights to payment
shall be those of a general unsecured  creditor of Employer.  Employee shall not
have any claim, right, security interest, or other interest in any fund, account
or other asset of the Company.

     4.  Vesting of  Awards.  Each Award  shall  vest in the  Employee  in equal
installments on the first,  second and third  anniversary  dates (each such date
being an "Anniversary Date") of the date that such Award is credited to Employee
as set forth in section 3 of the Plan. Accordingly,  the 1998 Award and the 1999
Award will become fully vested on April 1, 2002 and April 1, 2003, respectively.

     5.  Payment of Awards.  Each Award shall be payable in full.by the Employer
to  the  Employee  as  of  the  date  that  such  Award  becomes  fully  vested.
Accordingly, the 1998 Award would be payable in full on April 1, 2002 subject to
the Employee  remaining employed with Employer through such date. The 1999 Award
would be payable in full on April 1, 2003 subject to Employee remaining employed
through such date.



<PAGE>


     6.  Termination  of  Employment.  If  Employee's  employment  with Employer
terminates for any reason whatsoever,  other than for death or disability, prior
to the time that any Award is fully  vested,  then (i) withing  thirty (30) days
thereafter,  the  Employer  shall pay to Employee the portion of such Award that
was  vested  as of  the  last  Anniversary  Date  of  that  Award  prior  to the
termination of employment,  and (ii) any unvested portion of such Award shall be
forfeited and no longer be payable or credited to Employee.

     7. Death of Disability.  If Employee's  employment with Employer terminates
because of death or disability prior to the time that any Award is fully vested,
then such Award shall immediately become fully vested and payable to Employee or
the personal  representative of Employee as the case may be. For the purposes of
this  section  7,  disability  shall be  deemed  to have  occurred  if  Employer
terminates   Employee's  employment  under  section  5  (c)  of  the  Employment
Agreement.