Hydrochem Industrial Services Inc Watch

from 10-Q 1 page June 26, 2002 Mr. Pelham Smith 4123 Southwestern Blvd. Dallas, Texas 75225 Dear Pelham: This Letter Shall Confirm the Following Amendments to the Letter Agreement (The "Letter Agreement") Dated as of March 27, 2002 Between Hydrochem Industrial Services, Inc. and You: 1. All References in the Letter Agreement to the Date of June 30, 2002 Shall Be Changed to September 30, 2002. 2. the Reference in the Third Sub Paragraph of the Letter Agreement to the Date of June 30, 2003 Shall Be Changed to September 30, 2003. if the Foregoing Is Satisfactory, Please Sign This Letter Below and Return to Me. a Duplicate Original Is Enclosed for Your Records. Sincerely, /S/ B. Tom Carter, Jr. B. Tom Carter, Jr. Chairman and Chief Executive Officer Agreed and Accepted /S/ Pelham Smith - Pelham Smith June 28, 2002

from 10-Q ~5 pages Proprietary Information Agreement

from 10-Q 1 page Executive Bonus Plan

from 10-Q 1 page Fifth Amendment to Employment Agreement

from 10-K ~5 pages Second Amendment to Finance Agreement

from 10-K ~5 pages First Amendment to Finance Agreement

from 10-K 1 page Employment Agreement

from 10-K 1 page Severance Agreement

from 10-K ~5 pages Proprietary Information Agreement

from 10-K ~5 pages Pledge Agreement

from 10-K 1 page Secured Promissory Note

from 10-Q >50 pages Financing Agreement

from 10-Q 1 page Second Amendment to Deferred Bonus Plan of Hydrochem Industrial Services, Inc. This Second Amendment to the Deferred Bonus Plan of Hydrochem Industrial Services, Inc. (The "Plan") Is Effective as of May 1, 2001. as of Such Date, Section 2.4 and 2.4 of the Plan Are Amended in Their Entirety to Read as Follows: 2.1 Term. This Plan Shall Become Effective as of January 1, 1999 and Shall Continue to Be in Effect Until Such Time as Terminated by the Board of Directors Which It May Do at Any Time Acting in Its Sole and Absolute Discretion. Notwithstanding Anything Herein to the Contrary, After the Expiration or Termination of the Plan, All Obligations With Respect to Any Then Existing Participation Agreement Shall Continue in Full Force and Effect. 2.4 Initial Participants. Any Employee Selected to Be a Participant for the First Time in Any Given Calendar Year (The "First Year") Shall Be Awarded a Deferred Bonus at That Time, and Subject to Continuing as an Employee of the Company, Shall Also Be Awarded a Deferred Bonus in the Subsequent Calendar Year (The "Second Year") Equal to at Least One Half of the Participant's Annual Performance Bonus for the First Year. Other Than as Set Forth in This Section 2.4, the Awarding of a Deferred Bonus for Any Given Calendar Year of the Plan Shall Not Mean That a Given Participant Will Be Awarded a Deferred Bonus in Any Year After the Second Year. the Awarding of Any Further Deferred Bonuses to a Participant After the Second Year Shall Be in the Sole and Absolute Discretion of the Board of Directors

from 10-K 1 page Second Amendment to Employment Agreement Second Amendment to Employment Agreement Entered Into as of the 17th Day of January, 2001 Between Hydrochem Industrial Services, Inc., a Delaware Corporation, ("Employer"), and Donovan Boyd, an Individual ("Employee"). Whereas, Employer and Employee Are Parties to an Employment Agreement Dated as of September 26, 1997 and a First Amendment to Employment Agreement Dated as of June 28, 1999 (Collectively, the "Employment Agreement"); and Whereas, Employer and Employee Desire to Amend the Employment Agreement as Hereinafter Set Forth; Now Therefore, in Consideration of the Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Agree as Follows: At the End of the Second Line in Section 5 (A)(ii) of the Employment Agreement, the Phrase "Six Months" Shall Be Deleted, and the Phrase "Twelve Months" Shall Be Substituted Therefor. in Witness Whereof, Employer and Employees Have Signed This Second Amendment to Employment Agreement as of the Date First Hereinabove Set Forth. Employer Employee Hydrochem Industrial Services, Inc. /S/ Donovan Boyd Donovan Boyd By: /S/ B. Tom Carter, Jr. B. Tom Carter, Jr., Chairman and Chief Executive Officer

from 10-K ~5 pages Pledge Agreement

from 10-K 1 page Secured Promissory Note

from 10-Q ~5 pages Pledge Agreement

from 10-Q 1 page Secured Promissory Note

from 10-Q 1 page First Amendment to Deferred Bonus Plan

from 10-Q ~10 pages Deferred Bonus Plan