FIRST AMENDMENT TO FINANCING AGREEMENT

     THIS FIRST AMENDMENT TO FINANCING AGREEMENT (this "Amendment"), dated as of
November 30, 2001,  among  HydroChem  Industrial  Services,  Inc.  ("Borrower"),
HydroChem   Holding,   Inc.   ("Holding"),    HydroChem   International,    Inc.
("International"),  HydroChem Industrial Cleaning,  Inc.  ("Cleaning";  Holding,
International,  and Cleaning are collectively referred to herein as "Guarantors"
and each  individually as a  "Guarantor"),  the several Lenders (as such term is
defined  in the  hereinafter  described  Financing  Agreement)  parties  to this
Amendment,  and The CIT Group/Business Credit, Inc. as Agent for the Lenders (in
such capacity, the "Agent").

                                R E C I T A L S:

A.   Borrower,  Guarantors,  the Agent,  and the several Lenders parties thereto
entered into that certain  Financing  Agreement dated as of October 25, 2001 (as
the same may be amended, modified,  restated,  supplemented,  renewed, extended,
increased,  rearranged  and/or  substituted  from time to time,  the  "Financing
Agreement").  Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Financing Agreement.

B.   Borrower  and  Guarantors  have  requested  that the Lenders agree to amend
the Financing Agreement as more fully described hereinbelow.

C.   The several  Lenders  parties to  this Amendment (which Lenders  constitute
the  Required  Lenders  required  under the  Financing  Agreement  to effect the
amendment  intended  hereby) are willing to agree to such amendment,  subject to
the  performance  and  observance  in full of each of the  covenants,  terms and
conditions,  and in reliance upon all of the  representations  and warranties of
the Borrower and the Guarantors, set forth herein.

     NOW, THEREFORE, in consideration of the premises and the covenants,  terms,
conditions,  representations and warranties herein contained, the parties hereto
agree hereby as follows:

     Section 1.  AMENDMENT TO  FINANCING  AGREEMENT.  Subject to the  covenants,
terms and conditions  set forth herein and in reliance upon the  representations
and  warranties  of the  Borrower  and  the  Guarantors  herein  contained,  the
Borrower,  the  Guarantors,  and the several  Lenders  parties to this Amendment
(which  Lenders  constitute  the Required  Lenders  required under the Financing
Agreement to effect the following amendment) hereby agree to amend the Financing
Agreement,  effective  as  of  the  Amendment  Effective  Date  (as  hereinafter
defined),  (a) by deleting the words  "ninety (90) days" set forth in clause (c)
of Section  14.10 of the Financing  Agreement and replacing  them with the words
"forty-five  (45) days",  and (b) by deleting the words "November 30, 2001," set
forth in clause (n) of Section 10.1 of the  Financing  Agreement  and  replacing
them with the words "December 7, 2001,".

     Section  2.  CONDITIONS  PRECEDENT.  The  parties  hereto  agree  that this
Amendment and the amendment to the Financing  Agreement  contained  herein shall
not be effective  until the  satisfaction  of each of the  following  conditions
precedent:

<PAGE>

     (a) Execution and Delivery of this Amendment. The Agent shall have received
a copy  of this  Amendment  executed  and  delivered  by each of the  Restricted
Persons and by Lenders constituting Required Lenders.

     (b)  Representations  and  Warranties.  Each  of  the  representations  and
warranties  made in this  Amendment  shall be true and  correct on and as of the
Amendment  Effective  Date as if made on and as of such  date,  both  before and
after giving effect to this Amendment.

     Section  3.  REPRESENTATIONS  AND  WARRANTIES.  To induce the Agent and the
several  Lenders parties hereto to enter into this Amendment and to agree to the
amendment contained herein,  each of the Borrower and each Guarantor  represents
and warrants to the Agent and the Lenders as follows:

     (a)   Authorization;   No  Contravention.   The  execution,   delivery  and
performance  by  the  Restricted  Persons  of  this  Amendment  have  been  duly
authorized  by all  necessary  corporate  action  and do not  and  will  not (i)
contravene  the terms of any charter  document of any  Restricted  Person,  (ii)
conflict  with or result in any breach or  contravention  of, or the creation of
any Lien under, any document evidencing any contractual  obligation to which any
Restricted  Person is a party or any  order,  injunction,  writ or decree of any
governmental authority to which any Restricted Person is a party or its property
is subject, or (iii) violate any requirement of law.

     (b)   Governmental   Authorization.   No  approval,   consent,   exemption,
authorization  or other  action  by, or notice to, or filing  with or  approvals
required under state blue sky securities laws or by any  governmental  authority
is necessary or required in connection with the execution, delivery, performance
or enforcement of this Amendment.

     (c) No Default. No Default or Event of Default exists under any of the Loan
Documents.  No Restricted  Person is in default under or with respect to (i) its
charter documents or (ii) any material contractual obligation of such Restricted
Person.  The execution,  delivery and  performance  of this Amendment  shall not
result in any default under any contractual  obligation of any Restricted Person
in any respect.

     (d) Binding Effect.  This Amendment and the Financing  Agreement as amended
hereby  constitute  the legal,  valid and binding  obligations of the Restricted
Persons that are parties thereto, enforceable against such Restricted Persons in
accordance with their respective terms,  except as enforceability may be limited
by applicable bankruptcy,  insolvency, or similar laws affecting the enforcement
of  creditors'   rights   generally  or  by  equitable   principles  of  general
applicability.

     (e) Representations and Warranties.  The representations and warranties set
forth in the  Financing  Agreement  and the other  Loan  Documents  are true and
correct on and as of the Amendment Effective Date, except to the extent that any
such  representation  or warranty  relates to a specific  date,  both before and
after giving effect to the amendments contemplated in this Amendment, as if such
representations  and  warranties  were  being  made  on and as of the  Amendment
Effective Date.

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<PAGE>

     Section 4. MISCELLANEOUS

     (a)  Ratification  and  Confirmation  of  Loan  Documents.  Except  for the
specific amendment expressly set forth in this Amendment, the terms, provisions,
conditions and covenants of the Financing Agreement and the other Loan Documents
remain in full force and effect and are hereby  ratified and confirmed,  and the
execution,  delivery and  performance of this Amendment  shall not in any manner
operate as a waiver of,  consent to or amendment  of any other term,  provision,
condition or covenant of the Financing Agreement or any other Loan Document.

     (b)  Fees  and  Expenses.  The  Borrower  and the  Guarantors  jointly  and
severally  agree  to pay on  demand  all  costs  and  expenses  of the  Agent in
connection with the preparation,  reproduction,  execution, and delivery of this
Amendment and any other documents  prepared in connection  herewith,  including,
without  limitation,  the reasonable fees and out-of-pocket  expenses of counsel
for the Agent.

     (c)  Headings.  Section  and  subsection  headings  in this  Amendment  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

     (d)  APPLICABLE  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

     (e)  Counterparts  and  Amendment  Effective  Date.  This  Amendment may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed an original,  but all such counterparts together shall constitute but one
and the same instrument;  signature pages may be detached from multiple separate
counterparts  and attached to a single  counterpart so that all signature  pages
are  physically  attached to the same  document.  This  Amendment  shall  become
effective  when (i) each of the  conditions  precedent set forth in Section 2 of
this Amendment have been satisfied and (ii) the Agent has received  counterparts
of this  Amendment  executed by the  Borrower,  each of the  Guarantors  and the
Lenders constituting Required Lenders (the "Amendment Effective Date").

     (f)  Affirmation  of Guarantees.  Notwithstanding  that such consent is not
required thereunder,  the undersigned Guarantors hereby consent to the execution
and delivery of this Amendment and reaffirm their respective  obligations  under
each of their respective Guaranties.

     (g) FINAL AGREEMENT. THIS AMENDMENT,  TOGETHER WITH THE FINANCING AGREEMENT
AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT

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<PAGE>

ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS  BETWEEN
THE PARTIES.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed  and  delivered  by their  proper  and duly  authorized  officers
effective as of the Amendment Effective Date.

                                         HYDROCHEM INDUSTRIAL SERVICES, INC.,
                                         as Borrower


                                         By:  /s/ Pelham H. A. Smith
                                              ----------------------
                                         Name:    Pelham H. A. Smith
                                         Title:


                                         HYDROCHEM HOLDING, INC., as a Guarantor


                                         By:  /s/ Pelham H. A. Smith
                                              ----------------------
                                         Name:    Pelham H. A. Smith
                                         Title:


                                         HYDROCHEM INTERNATIONAL, INC., as a
                                         Guarantor


                                         By:  /s/ Pelham H. A. Smith
                                              ----------------------
                                         Name:    Pelham H. A. Smith
                                         Title:


                                         HYDROCHEM INDUSTRIAL CLEANING, INC.,
                                         as a Guarantor


                                         By:  /s/ Pelham H. A. Smith
                                              ----------------------
                                         Name:    Pelham H. A. Smith
                                         Title:

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<PAGE>

                                         THE CIT GROUP/BUSINESS CREDIT, INC., as
                                         Agent and a Lender


                                         By:  /s/ Mark Porter
                                              ---------------
                                         Name:    Mark Porter
                                         Title:   Vice President
















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