U S LIQUIDS INC
EX 10.17
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>4
<FILENAME>a2041895zex-10_17.txt
<DESCRIPTION>EX 10.17
<TEXT>

<PAGE>

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the
1st day of September, 1999 (the "Commencement Date"), by and between U S
LIQUIDS INC., a Delaware corporation (the "Corporation"), and Harry O.
Nicodemus IV (the "Employee").

                                   WITNESSETH:

         WHEREAS, the Corporation desires to employ the Employee upon the
terms and conditions herein set forth; and

         WHEREAS, the Employee desires to be so employed upon such terms and
conditions;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows:

         1. EMPLOYMENT. The Corporation shall employ the Employee, and the
Employee shall serve, as Vice President and Controller of the Corporation on
the terms set forth herein.

         2. DUTIES AND RESPONSIBILITIES.

                  2.1 AS VICE PRESIDENT AND CONTROLLER. As Vice President and
Controller, the Employee shall have overall responsibility for management of
the Corporation's accounting functions. The Employee shall report directly to
the Chief Financial Officer of the Corporation and shall perform such duties
as are commensurate with his positions as Vice President and Controller. The
Employee's place of employment shall be in the Houston, Texas metropolitan
area, subject to travel necessary for the performance of his duties
hereunder. The Corporation shall provide to the Employee adequate office
facilities and staff commensurate with his position to enable him to perform
his duties hereunder.

                  2.2 EXTENT OF SERVICES. The Employee shall devote such of
his time as is necessary to fully and properly carry out his duties and
responsibilities. However, this Agreement shall not prohibit the Employee
from engaging in other activities, whether for family, recreation,
investment, civic, charity, or other purposes, so long as those activities do
not unduly interfere with the ability of the Employee to carry out his duties
and responsibilities hereunder and so long as they are not inconsistent or
competitive with the interests of the Corporation.

                  2.3 DUTY OF LOYALTY. The Employee recognizes that he owes a
duty of loyalty and good faith to the Corporation (including any subsidiary
thereof) and agrees that during the term of this Agreement he will not take
advantage of any corporate opportunity of the Corporation, engage in
self-dealing with the Corporation, sell or disclose any confidential or
proprietary

<PAGE>

information of the Corporation, or have or obtain any material economic
interest in any entity or arrangement which is competitive with the business
of the Corporation or engage in any activities which are competitive with the
business of the Corporation, without first disclosing all facts and details
relating thereto to the Board of Directors and obtaining the approval of the
Board of Directors.

         3. COMPENSATION.

                  3.1 BASE SALARY. The Corporation shall pay to the Employee
for the services to be rendered by the Employee hereunder a base salary (the
"Base Salary") at the rate of $115,000 per year, payable in equal
installments (subject to withholding tax) in accordance with the
Corporation's regular payroll schedule, which as of the date of this
Agreement is bi-weekly on Fridays. Such Base Salary as in effect from time to
time may be increased annually or more often as determined by the
Compensation Committee of the Board of Directors in its sole discretion.
However, the Base Salary payable to the Employee from time to time hereunder
shall not be decreased.

                  3.2 INCENTIVE COMPENSATION. Each calendar year during the
term of this Agreement, the Corporation will adopt an incentive compensation
plan for certain of its executive employees, including the Employee. This
incentive compensation plan will provide for incentive bonus compensation
("Incentive Compensation") to be paid to the Employee based upon the
performance of the Employee and the results of the Corporation's business and
operations. The parties agree that the Employee's potential Incentive
Compensation for the 2000 calendar year shall not exceed fifty percent of the
Employee's Base Salary. For subsequent calendar years, the ceiling on the
Employee's Incentive Compensation shall be reevaluated by the Compensation
Committee of the Board of Directors and may be increased to reflect the
Employee's performance and his contribution to the overall success of the
Company.

         4. BENEFITS.

                  4.1 EXECUTIVE BENEFITS GENERALLY. The Employee shall be
entitled to participate in and receive benefits from any insurance, medical,
dental, health and accident, hospitalization, disability, stock purchase,
defined benefit, defined contribution, or other employee benefit plan of the
Corporation which may be in effect at any time during the course of his
employment with the Corporation and which is generally available to
executives of the Corporation (these being referred to as the Employee's
"Executive Benefits").

                  4.2 AUTOMOBILE. If and at such time that it becomes the
policy of the Corporation to provide automobiles or an automobile allowance
to the Corporation's senior executives for their use in connection with the
Corporation's business, the Corporation shall provide such an automobile or
an automobile allowance to the Employee in accordance with such policy.

                                      -2-
<PAGE>

                  4.3 REIMBURSEMENT OF EXPENSES. The Corporation shall
reimburse the Employee for all reasonable and ordinary expenses incurred by
him on behalf of the Corporation in the course of his duties hereunder upon
the presentation by the Employee of appropriate documentation substantiating
the amount of and purpose for which such expenses were incurred.

                  4.4 VACATIONS. The Employee shall be entitled to three (3)
weeks of paid vacation in each calendar year (to be prorated for any calendar
year during which the Employee is employed by the Corporation for less than
the full calendar year), which vacation shall be taken at times consistent
with the performance by the Employee of his obligations hereunder. Any
vacation time not fully used by the Employee in any one (1) calendar year may
be carried over for one (1) additional calendar year. If any such vacation
time is carried over to a subsequent calendar year, then any vacation time
taken in the subsequent calendar year shall be applied first against the
carryover vacation time from the prior calendar year.

         5. DISABILITY OR DEATH. In the event the Employee incurs a
disability, which for purposes of this Agreement shall mean any mental or
physical illness, injury, or condition which results in the Employee being
unable to fulfill his duties under this Agreement on a regular basis, then
the Corporation shall nevertheless continue to provide to the Employee during
such period or periods of disability all compensation and benefits under this
Agreement, except that, during any one (1) calendar year the Corporation
shall not be required to pay the Base Salary or Incentive Compensation of the
Employee for periods of disability in excess of 180 days in total.

         6. NONCOMPETITION DURING EMPLOYMENT. During the term of his
employment by the Corporation, the Employee shall not, directly or
indirectly, engage in any business competitive with that of the Corporation;
provided, however, that the foregoing shall not be deemed to prevent the
Employee from investing in securities of any company having a class of
securities which is publicly traded, so long as such investment holdings do
not, in the aggregate, constitute more than 5% of any class of such company's
securities.

         7. TERM OF EMPLOYMENT AND RIGHTS UPON TERMINATION OF EMPLOYMENT.

                  7.1 TERM AND SCHEDULED TERMINATION DATE. The term of
Employee's employment hereunder shall begin on the Commencement Date and
shall continue for a term of three (3) years from the Commencement Date (this
date of termination of his employment being referred to as the "Scheduled
Termination Date"). However, as of each anniversary date of the Commencement
Date, the Scheduled Termination Date shall automatically be extended for a
successive one-year period of time, unless more than ninety (90) days prior
to the occurrence of such anniversary date, either party gives notice to the
other that such Scheduled Termination Date shall not thereafter be so
extended. If any such notice is given, then the Scheduled Termination Date
hereof shall not be automatically extended upon the future occurrence of any
such anniversary date. Following the Scheduled Termination Date, the Employee
shall not be entitled to earn any further compensation or benefits under this
Agreement.

                                      -3-
<PAGE>

                  7.2 TERMINATION BY THE CORPORATION WITHOUT CAUSE.

                  (a) The Corporation may terminate this Agreement at any time,
         without cause and for any reason, upon notice to the Employee setting
         forth the date of termination (this date of termination and any other
         date of termination prior to the Scheduled Termination Date is referred
         to as the "Early Termination Date"). In this event, the Employee shall
         be entitled to continue to receive, for a period of one (1) year after
         the Early Termination Date, the same Base Salary which the Employee was
         receiving at the time of such Early Termination Date (in the manner and
         as described in Section 3.1) and all Executive Benefits which the
         Employee was receiving or entitled to receive as of such Early
         Termination Date (in the manner and as described in Section 4.1).
         Further, all outstanding stock options which shall have been granted to
         the Employee shall immediately become exercisable (if not already
         exercisable in full) and shall continue in full force and effect.

                  (b) In the event the Employee suffers from a disability (as
         defined in Section 5) for a period of 180 business days out of any 360
         consecutive business day period, then the Corporation may at any time
         no later than thirty (30) days following the end of said 360-day period
         terminate the employment of the Employee without cause, by notice to
         the Employee setting forth the effective Early Termination Date.
         However, the Corporation shall not have the right to terminate the
         employment of the Employee hereunder if, at the time the Corporation
         gives notice of termination to the Employee, the Employee has then
         again begun to render services for the Corporation as required
         hereunder. Following an Early Termination Date because of disability,
         the Employee shall be entitled to receive his Base Salary then in
         effect for a period of one (1) year following his Early Termination
         Date and shall be entitled to retain all of his Executive Benefits for
         a period of one (1) year following his Early Termination Date. Further,
         the Employee's stock options, to the extent not fully vested, would
         continue to vest during the one-year period following his Early
         Termination Date.

                  (c) This Agreement shall terminate immediately upon the
         Employee's death. In addition to any other compensation or benefits
         payable or accrued to the benefit of the Employee as of the date of his
         death, the Corporation shall pay to the Employee's executor or legal
         representative an amount in cash equal to one (1) times the Employee's
         Base Salary then in effect at the time of his death.

                  7.3 BY THE CORPORATION WITH CAUSE. The Corporation may
terminate this Agreement at any time for cause, by notice to the Employee
setting forth the Early Termination Date. The term "cause" shall mean (a) a
willful and recurring refusal of the Employee to perform his duties,
responsibilities or obligations under this Agreement, which refusal continues
for at least thirty (30) days after notice thereof is given to the Employee
by the Corporation setting forth the facts upon which the notice is based,
(b) the Employee's conviction of a felony involving moral turpitude, or (c)
the Employee's fraud regarding any material matter with respect to the
business or operations of the Corporation. Following the occurrence of the
Early Termination Date of the

                                      -4-
<PAGE>

Employee for cause, then the Employee shall not be entitled to earn any
further compensation or benefits under this Agreement.

                  7.4 BY EMPLOYEE WITHOUT CAUSE. The Employee may terminate
this Agreement at any time, without cause and for any reason, upon notice to
the Corporation setting forth the Employee's Early Termination Date. In such
event, the Employee shall not be entitled to earn any further compensation or
benefits under this Agreement.

                  7.5 BY EMPLOYEE WITH CAUSE. The Employee may terminate this
Agreement at any time with cause upon notice to the Corporation setting forth
the Early Termination Date. The term "cause" shall mean a breach of this
Agreement in any material way by the Corporation, which breach is not cured
within thirty (30) days after notice of such breach to the Corporation by the
Employee setting forth the facts upon which the notice is based. In the event
of such Early Termination Date, then from the Early Termination Date until
the Scheduled Termination Date, the Employee shall be entitled to continue to
receive, the same Base Salary which the Employee was receiving at the time of
such Early Termination Date (in the manner and as described in Section 3.1)
and all Executive Benefits which the Employee was receiving or entitled to
receive as of such Early Termination Date (in the manner and as described in
Section 4.1). Further, all outstanding stock options which shall have been
granted to the Employee shall become immediately exercisable (if not already
exercisable in full) and shall continue in full force and effect.

                  7.6 COMPENSATION, REIMBURSEMENTS, INDEMNIFICATION, AND
BENEFITS PAYABLE OR ACCRUED AS OF TERMINATION DATE. In the event this
Agreement is terminated, whether upon the Scheduled Termination Date or an
Early Termination Date, and regardless of the reason for termination, the
Employee shall be entitled to receive all compensation, reimbursements, and
benefits hereunder which were either payable to the Employee, or which had
accrued to the benefit of the Employee or which had been earned by the
Employee as of the date of termination (the "Termination Date"). Any such
compensation, reimbursements, or benefits shall be payable or provided to the
Employee no less quickly than they would have been payable or provided to the
Employee had the Termination Date not occurred. For these purposes, the
Employee's compensation shall include a pro rata portion of the Incentive
Compensation payable to the Employee under Section 3.2. Further, the Employee
shall be entitled to receive any indemnification payments that may have
accrued but have not been paid or that may thereafter become payable to the
Employee pursuant to the provisions of the Corporation's Certificate of
Incorporation, Bylaws or similar policy, plan or agreement relating to the
indemnification of directors or officers of the Corporation.

         8. CHANGE OF CONTROL.

                  8.1 This Section 8 shall become effective, but not
operative, immediately upon the Commencement Date and shall remain in effect
so long as the Employee remains employed hereunder by the Corporation, but
shall not be operative unless and until there has been a Change

                                      -5-
<PAGE>

in Control, as defined in Section 8.4 hereof. Upon such a Change in Control,
this Section 8 shall become operative immediately.

                  8.2 If a Change in Control occurs (i) while the Employee is
employed by the Corporation hereunder, or (ii) subsequent to the Termination
Date of the Employee's employment hereunder other than by the Corporation for
cause, or death or disability, and prior to the later of the first
anniversary of such Termination Date or the second anniversary of the
Commencement Date, or (iii) within 180 days of the Scheduled Termination
Date, the Employee may, in his sole discretion, within twelve (12) months
after the date of the Change in Control, give notice to the Corporation that
he intends to elect to exercise his rights under this Section 8 (the "Notice
of Intention"). Within thirty (30) days after the Corporation's receipt of
the Notice of Intention, the Corporation shall provide written notice to the
Employee setting forth the Corporation's computation of the amount that would
be payable pursuant to Section 8.3, accompanied by the written opinion of the
Corporation's independent certified public accountants confirming the
Corporation's computation. If the Employee takes exception to the
Corporation's computation of such amount, the Employee may (but shall not be
prejudiced in this right to later contest the amount actually paid by failure
to do so) give a further written notice to the Corporation setting forth in
reasonable detail the Employee's exceptions to the Corporation's computation,
accompanied by the written opinion of the Employee's tax advisor confirming
the basis for such exceptions. Exercise by the Employee of his rights
pursuant to this Section 8 shall only be made by giving further notice to the
Corporation (the "Notice of Exercise") within six (6) months from the date of
the Notice of Intention.

                  8.3 If the Employee gives the Notice of Exercise described
in Section 8.2 to the Corporation, the Termination Date of his employment
hereunder shall then occur; all outstanding stock options which are not then
exercisable shall immediately become exercisable in full; and the Corporation
shall pay to the Employee a lump sum amount equal to $1.00 less than three
(3) times the Employee's "base amount" (as defined by Section 280(G), Part
IX, Subchapter B, Chapter 1 of the Internal Revenue Code of 1986, as
amended). The Corporation shall, within ten (10) business days after the date
of the Notice of Exercise, deliver to the Employee its cashier's check in the
amount payable pursuant to this Section 8.3, and payment of such amount shall
terminate the Employee's rights to receive any and all other compensation,
reimbursements, indemnification, or benefits under this Agreement, other than
those which are payable to or have accrued to the Employee as described in
Section 7.6.

                  8.4 For the purposes of this Agreement, a Change in Control
shall mean (i) a reportable change in control under the proxy rules of the
Securities and Exchange Commission, including the acquisition of a 30%
beneficial voting interest in the Corporation (other than such acquisition by
Employee or an affiliate of Employee), or (ii) a change in any calendar year
of such number of directors as constitutes a majority of the board of
directors of the Corporation, unless the election, or the nomination for
election by the Corporation's shareholders, of each new director was approved
by a vote of at least two-thirds (2/3) of the directors then in office who
were directors at the beginning of the calendar year.

                                      -6-
<PAGE>

         9. POST-EMPLOYMENT ACTIVITIES.

                  9.5 For a period of two (2) years after the Employee's
Termination Date, except for a termination subsequent to a Change in Control
of the Corporation and further except for a termination by the Employee
pursuant to Section 7.5 hereof, then the Employee shall not, directly or
indirectly, engage in any business competitive with that of the Corporation
and its subsidiaries; provided, however, that the foregoing shall not be
deemed to prevent the Employee from investing in securities which are
publicly traded, so long as such investment holdings do not, in the
aggregate, constitute more than 5% of any class of such company's securities.

                  9.6 The Employee acknowledges that he has been employed for
his special talents and that his leaving the employ of the Corporation would
seriously and adversely affect the business of the Corporation. In addition
to all remedies permitted by law or in equity and without limiting any
injunctive or other relief to which the Corporation may be entitled in
respect of any obligation of the Employee, the Corporation shall be entitled
to injunctive relief to enforce the provisions of Section 9.1 hereof;
provided, that the Corporation shall not be entitled to injunctive relief or
any other relief with respect to Section 9.1 hereof if at the time such
relief is sought the Corporation has been in default of any of its
obligations to the Employee pursuant to any of the terms of Sections 7.2,
7.5, or 7.6 hereof.

                  9.7 The Employee will not, during the period of two (2)
years after his Termination Date, except for a termination subsequent to a
Change in Control of the Corporation and further except for a termination by
the Employee pursuant to Section 7.5 hereof, either in the Employee's
individual capacity or as agent for another, hire or offer to hire or entice
away any person who has been an officer, employee, or agent of the
Corporation or any of its subsidiaries at any time during the immediately
preceding year or in any other manner persuade or attempt to persuade any of
such persons to discontinue their relationship with the Corporation or any of
its subsidiaries nor divert or attempt to divert from the Corporation or any
of its subsidiaries any business whatsoever by influencing or attempting to
influence any customer or supplier of the Corporation or any of its
subsidiaries to diminish or discontinue its business with the Corporation or
such subsidiary.

         10. CONFIDENTIAL INFORMATION. The Employee shall not at any time
during the term of this Agreement or after the termination hereof directly or
indirectly divulge, furnish, use, publish or make accessible to any person or
entity any Confidential Information (as hereinafter defined). Any records of
Confidential Information prepared by the Employee or which come into
Employee's possession during this Agreement are and remain the property of
the Corporation, and upon termination of Employee's employment all such
records and copies thereof shall be either left with or returned to the
Corporation. The term "Confidential Information" shall mean information
disclosed to the Employee or known, learned, created or observed by him as a
consequence of or through his employment by the Corporation, not generally
known in the relevant trade or industry, about the Corporation's (and its
subsidiaries') business activities, products, customers, suppliers, services
and

                                      -7-
<PAGE>

procedures, including, but not limited to, information concerning costs,
product performance, customer requirements, advertising, sales promotion,
publicity, sales data, research, finances, accounting, methods, procedures,
trade secrets, business plans, client or supplier lists and records,
potential client or supplier lists, and client or supplier billing.
Notwithstanding the foregoing, "Confidential Information" shall not include
information publicly disclosed by the Corporation or known by the Employee
other than because of his employment with the Corporation.

         11. GENERAL.

                  11.8 ASSIGNMENT. This Agreement shall not be assignable.

                  11.9 NOTICES. All notices under this Agreement shall be in
writing and shall be deemed to have been given at the time when mailed by
registered or certified mail, addressed to the address set forth below of the
party to which notice is given, or to such changed address as such party may
have fixed by notice:

         TO THE CORPORATION:                U S Liquids Inc.
                                            411 N. Sam Houston Parkway East
                                            Suite 400
                                            Houston, Texas 77060-3545

                                            ATTN: Earl J. Blackwell

         TO THE EMPLOYEE:                   Harry O. Nicodemus IV
                                            1810 Crutchfield Lane
                                            Katy, Texas 77449

                  11.10 ENTIRE AGREEMENT. This instrument contains and
constitutes the entire agreement between and among the parties herein and
supersedes all prior agreements and understandings between the parties hereto
relating to the subject matter hereof.

                  11.11 APPLICABLE LAW. This Agreement shall be construed,
enforced and governed in accordance with the laws of the State of Texas.

                  11.12 INVALIDITY. If any provision contained in this
Agreement shall for any reason be held to be invalid, illegal, void or
unenforceable in any respect, such provision shall be deemed modified so as
to constitute a provision conforming as nearly as possible to such invalid,
illegal, void or unenforceable provision while still remaining valid and
enforceable, and the remaining terms or provisions contained herein shall not
be affected thereby.

                                      -8-
<PAGE>

                  11.13 DISPUTE RESOLUTION. Any dispute arising in any way
out of this Agreement and which cannot be resolved by good faith negotiations
between the parties within thirty (30) days after either party shall have
notified the other party in writing of its desire to arbitrate the dispute
shall be submitted to and settled through binding arbitration in accordance
with the rules of the American Arbitration Association as from time to time
in effect. The arbitration proceedings shall be conducted by a sole
arbitrator who shall be an attorney with not less than ten (10) years
experience in commercial law. All disputes or claims of the parties subject
to arbitration shall be consolidated into a single arbitration proceeding.
The arbitration proceedings shall be conducted in Houston, Texas. The award
or determination of the arbitrator shall be final and binding upon all
parties and shall be subject to enforcement in any court of competent
jurisdiction. The arbitrator shall have the authority to award costs and
expenses of arbitration to either party as the arbitrator sees fit.

                  11.14 BINDING EFFECT. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, executors, personal representatives and successors.

                  11.15 SEVERABILITY. If any provision of this Agreement
shall be held to be void or unenforceable for any reason, said provision
shall be deemed modified so as to constitute a provision conforming as nearly
as possible to said void or unenforceable provision while still remaining
valid and enforceable and the remaining terms and provisions hereof shall not
be affected thereby.

                  11.16 AMENDMENT AND WAIVER. This Agreement may only be
amended by a writing executed by each of the parties hereto. Any party may
waive any requirement to perform by the other party, provided that such
waiver shall be in writing and executed by the party granting the waiver. The
parties agree that a waiver by one party on one occasion shall not be deemed
a waiver on any other occasion.

                  11.17 OPTION TO PURCHASE STOCK. As of the Commencement
Date, the Employee shall be granted a nonqualified stock option to purchase
20,000 shares of the Corporation's common stock, par value $.01, at a price
of $6.50 per share. Such option shall vest at a cumulative rate of 33_% per
year, on the first and each succeeding anniversary date of the Commencement
Date. Except as set forth herein, the terms and conditions applicable to such
option shall be those contained in the Corporation's 1996 Incentive Stock
Option Plan, as amended, the terms and conditions of which are incorporated
herein by this reference.

                                      -9-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.

                            U S LIQUIDS INC.



                            By: /s/ Earl J. Blackwell
                               ------------------------------------------
                               Earl J. Blackwell, Chief Financial Officer





                                /s/ Harry O. Nicodemus IV
                               ------------------------------------------
                               Harry O. Nicodemus IV






                                      -10-

<PAGE>

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made
effective as of the 15th day of November, 2000, by and between U S LIQUIDS
INC., a Delaware corporation (the "Corporation"), and Harry O. Nicodemus IV
(the "Employee").

                                   WITNESSETH:

         WHEREAS, the Corporation and the Employee have heretofore entered
into that certain Employment Agreement dated September 1, 1999 (the
"Employment Agreement"); and

         WHEREAS, the Corporation and the Employee now desire to amend and
modify certain of the terms of the Employment Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows:

         1. Section 8.2 of the Employment Agreement shall be and is hereby
amended to read as follows:

         "8.2 If a Change in Control as defined in Section 8.4 (i) or (ii)
occurs, either while the Employee is employed by the Corporation hereunder,
or subsequent to the Termination Date of the Employee's employment hereunder
(other than by the Corporation for cause, or death or disability) but prior
to the later of the first anniversary of such Termination Date or the second
anniversary of the Commencement Date, or within 180 days of the Scheduled
Termination Date, the Employee may, in his sole discretion, within twelve
(12) months after the date of the Change in Control, give notice to the
Corporation that he intends to elect to exercise his rights under this
Section 8 (the "Notice of Intention"). If a Change in Control as defined in
Section 8.4 (iii) or (iv) occurs while the Employee is employed by the
Corporation hereunder, the Employee may, in his sole discretion, within six
(6) months after the date of the Change in Control, give notice to the
Corporation that he intends to elect to exercise his rights under this
Section 8 (the "Notice of Intention"). Within thirty (30) days after the
Corporation's receipt of the Notice of Intention, the Corporation shall
provide written notice to the Employee setting forth the Corporation's
computation of the amount that would be payable pursuant to Section 8.3,
accompanied by the written opinion of the Corporation's independent certified
public accountants confirming the Corporation's computation. If the Employee
takes exception to the Corporation's computation of such amount, the Employee
may (but shall not be prejudiced in this right to later contest the amount
actually paid by failure to do so) give a further written notice to the
Corporation setting forth in reasonable detail the Employee's exceptions to
the Corporation's computation, accompanied by the written opinion of the
Employee's tax advisor confirming the basis for such exceptions. Exercise by
the Employee of his rights pursuant to this Section 8

<PAGE>

shall only be made by giving further notice to the Corporation (the "Notice
of Exercise") within three (3) months from the date of the Notice of
Intention."

         2. Section 8.3 of the Employment Agreement shall be and is hereby
amended to read as follows:

         "8.3 If the Employee gives the Notice of Exercise described in
Section 8.2 to the Corporation, the Termination Date of his employment
hereunder shall then occur; all outstanding stock options which are not then
exercisable shall immediately become exercisable in full; and the Corporation
shall pay to the Employee a lump sum amount equal to $1.00 less than three
(3) times the Employee's "base amount" (as defined by Section 280(G), Part
IX, Subchapter B, Chapter 1 of the Internal Revenue Code of 1986, as
amended); provided, however, that if the Notice of Exercise given by the
Employee is based on a Change of Control as defined in Section 8.4 (iii) or
(iv), the Corporation shall only be required to pay to the Employee a lump
sum amount equal to one (1) year of the same Base Salary which the Employee
was receiving at the time of such Notice of Exercise. The Corporation shall,
within ten (10) business days after the date of the Notice of Exercise,
deliver to the Employee its cashier's check in the amount payable pursuant to
this Section 8.3, and payment of such amount shall terminate the Employee's
rights to receive any and all other compensation, reimbursements,
indemnification, or benefits under this Agreement, other than those which are
payable to or have accrued to the Employee as described in Section 7.6."

         3. Section 8.4 of the Employment Agreement shall be and is hereby
modified to read as follows:

         "8.4 For purposes of this Agreement, a Change in Control shall mean
(i) a reportable change in control under the proxy rules of the Securities
and Exchange Commission, including the acquisition of a 30% beneficial voting
interest in the Corporation (other than such acquisition by Employee or an
affiliate of Employee), (ii) a change in any calendar year of such number of
directors as constitutes a majority of the board of directors of the
Corporation, unless the election, or the nomination for election by the
Corporation's shareholders, of each new director was approved by a vote of at
least two thirds (2/3) of the directors then in office who were directors at
the beginning of the calendar year, (iii) the removal or involuntary
resignation of the current Chief Financial Officer of the Corporation or the
termination of his employment agreement with the Corporation dated February
13, 1998, as the same may be amended from time to time, under or pursuant to
the provisions of Sections 7.2 (a) or 7.5 or (iv) a change in the
organizational structure of the Corporation's senior management which results
in the Employee reporting directly to a person other than the then current
Chief Financial Officer."

         4. All other terms and conditions of the Employment Agreement shall
remain in full force and effect.

<PAGE>

         5. TERM. The term of this Amendment shall commence on the date first
set forth above and shall continue and remain in effect through December 31,
2002 (the "Expiration Date") unless renewed or extended by written action of
the Compensation Committee of the Board of Directors of the Corporation. If,
by the Expiration Date, this Amendment has not been renewed or extended, as
heretofore provided, then this Amendment shall automatically terminate and be
of no further force or effect on the Expiration Date.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.



                                              U S LIQUIDS INC.




                                              By: /s/ Michael P. Lawlor
                                                  ----------------------------
                                                       Michael P. Lawlor
                                                       Chief Executive Officer




                                                 /s/ Harry O. Nicodemus IV
                                              --------------------------------
                                                       Harry O. Nicodemus IV

</TEXT>
</DOCUMENT>
