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                                                                     Exhibit 3

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT made this 1st day of July, 1996, between AMBAR, Inc., a
Delaware corporation (the "Company"), and Randolph M. Moity, Sr. ("Executive").

                              W I T N E S S E T H:

         WHEREAS, Executive is the Chairman, Chief Executive Officer and
President of AMBAR, Inc., a Delaware corporation (the "Company"); and

         WHEREAS, AI Partners L.P., a Delaware limited partnership
("Purchaser"), AI Acquisitions Corp., a Delaware corporation, and the Company
have entered into an Agreement and Plan of Merger dated the date hereof (the
"Merger Agreement") and Executive is selling his shares of Common Stock of the
Company (the "Shares") pursuant to a tender offer made in accordance with the
Merger Agreement (the "Tender Offer") and the terms of the Stockholder
Agreement, dated July 1, 1996, between the Executive and Purchaser; and

         WHEREAS, after the sale of his Shares, Executive will continue his
position as Chairman, Chief Executive Officer and President of the Company,
including as the surviving corporation following the merger pursuant to the
Merger Agreement, until such time as a suitable replacement may be found and
thereafter will resign his position as Chairman, Chief Executive Officer and
President at the request of the Company; and

         WHEREAS, the Company is aware of the special knowledge and expertise
Executive possesses applicable to the management of the Company; and
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         WHEREAS, it is the Company's desire to retain the services of Executive
and to continue to have the benefit of Executive's expertise and knowledge after
the Transition Period (as defined below), as herein agreed.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows: 

SECTION 1. Positions and Duties. (a) Between the date Executive's Shares are
purchased in accordance with the Stockholder Agreement (the "Employment
Commencement Date") and the date on which the Board of Directors of the Company
(the "Board") gives Executive written notice that his tenure as Chairman, Chief
Executive Officer and President of the Company has been terminated (the
"Transition Period"), the Executive shall serve as Chairman, Chief Executive
Officer and President of the Company and be employed at its principal executive
office in Lafayette, Louisiana. In such capacity, Executive shall perform such
duties and have such responsibilities of an executive nature as are customarily
performed by a person holding such office, as well as such additional executive
duties and services as from time to time may be reasonably decided upon by the
Board. Executive shall devote his full productive time, energy and ability to
the proper and efficient conduct of the Company's business. Executive shall
observe and comply with all lawful and reasonable rules of conduct set by the
Board for executives of the Company, and shall endeavor to promote the business,
reputation and interests of the Company.

                  (b) After the Transition Period and during the remaining term
of this Agreement, Executive agrees to:

                  (i) maintain good will between the Company and other entities
with which it does business; and

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                  (ii) be available upon request of the Company from time to
time for consultation with the Company's officers, professional consultants and
other representatives with respect to the management and operations of the
Company at reasonable times upon reasonable notice; and

                  (iii) use his knowledge and expertise in the furtherance of
the Company's operations upon reasonable request of the Company from time to
time; and

                  (iv) upon request of the Company, serve as a member of the
Board.

SECTION 2. Compensation. In consideration of the aforesaid services to be
rendered by Executive, the Company agrees to pay to Executive an annual bonus of
up to $300,000 (subject to performance of Executive's duties hereunder to the
reasonable satisfaction of the Board), less amounts for applicable Federal and
Louisiana withholding and other taxes commencing on the Employment Commencement
Date. Such bonus or an annualized portion thereof shall be paid at the end of
each calendar year during and at the end of the term of this Agreement, no later
than 45 days after the end of such year or term. As additional inducement to
secure Executive's services pursuant to this Agreement, the Company agrees that
if Executive should die during the term of this Agreement, the Company will pay
the balance of the compensation Executive would have received over such term to
Executive's estate on the same monthly basis as herein prescribed.

SECTION 3. Termination of Prior Agreement. Effective on the Employment
Commencement Date, the employment agreement currently in effect between
Executive and the Company dated October, 1994 (the "Prior Agreement") is
terminated and shall thereafter be of no force or effect. In addition,
notwithstanding the terms of the Prior Agreement, effective on the Employment
Commencement Date all of Executive's right to receive for any prior or future
period a percentage of the Company's profits pursuant to that Prior Agreement
shall be immediately terminated and shall thereafter be of no force and effect
and all rights to and claims for any prior unpaid incentive bonus amount
pursuant to such Prior Agreement are waived. There are no other agreements or

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understandings between the Company and Executive that are not disclosed in the
Company's filings and reports under the Securities Exchange Act of 1934.

SECTION 4. Benefits. While employed by the Company, Executive shall be entitled
to participate in or receive benefits on the same basis as other executive
officers of the Company under all of the Company's employee benefit plans and
arrangements for which he is eligible and which are in effect on the date hereof
as set forth on Schedule A hereto. Nothing herein shall require the Company to
maintain any such plans, arrangements or benefits, and the Company may terminate
any such plans, arrangements or benefits at any time without providing
substitute or equivalent benefits.

SECTION 5. Confidential Information. (a) Executive acknowledges that during his
affiliation with the Company as an employee, he will be given access to or
acquire certain confidential and proprietary information relating to the
organization, business, properties, operation and condition of the Company
including, but not limited to, financial, managerial and other corporate
information and records of the Company and its shareholders or partners (the
"Confidential Information"), the use or disclosure of which would cause the
Company substantial loss and damages which could not be readily calculated and
for which no remedy at law would be adequate. Accordingly, Executive agrees that
he will not (directly or indirectly) at any time, whether during or after the
term of this Agreement, (i) knowingly use for any improper personal benefit any
Confidential Information that he may learn or has learned by reason of his
position as an officer and director of the Company or thereafter as an executive
of the Company, or (ii) disclose any such Confidential Information to any person
or entity, except (A) in the performance of his obligations to the Company
hereunder, (B) as required by applicable law, (C) in connection with the
enforcement of his rights under this Agreement or (D) with the prior consent of
the Board. As used herein, Confidential Information also

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includes any information, documents, computer systems, programs or other
material developed by Executive during Executive's affiliation with the Company
to the extent it relates to the Company. Executive agrees that such material
will be the exclusive property of the Company and assigns to the Company all
proprietary rights in such material. Confidential Information does not include
the general skills and experience of Executive or any information that (x) is or
becomes generally known or available publicly other than as a result of a
disclosure by Executive, (y) is or becomes known or available to Executive on a
nonconfidential basis from a source (other than the Company) which, to
Executive's knowledge, is not prohibited from disclosing such information to
Executive by a legal, contractual, fiduciary or other obligation to the Company,
or (z) the Company discloses to others without obtaining an agreement of
confidentiality.

                  (b) Executive confirms that all Confidential Information is
the exclusive property of the Company. All business records, papers and
documents kept or made by Executive relating to the business of the Company
which comprise Confidential Information shall be and remain the property of the
Company during the term of this Agreement and all times thereafter. Upon the
termination of this Agreement or upon the request of the Company at any time,
Executive shall promptly deliver to the Company, and shall retain no copies of,
any written or electronic materials, records and documents made by Executive or
coming into his possession concerning the business or affairs of the Company,
other than personal notes or correspondence of Executive not containing
Confidential Information.

SECTION 6. Non-Competition. (a) Executive acknowledges that the Company has,
over the course of a number of years, developed certain goodwill, valuable
relationships with its employees and customers, particular methods of doing
business and other proprietary and confidential information,

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all of which, the parties agree should be protected. Executive agrees that,
during the term of this Agreement and for a period of two years after the
termination of this Agreement, or such longer period as may be permitted by
Louisiana Revised Statutes 23:921 as in effect from time to time (the
"Restricted Period"), he shall not, directly or indirectly, for his own account
or for the account of others, as an officer, director, stockholder, owner,
partner, employee, promoter, consultant, manager or otherwise, participate in
the promotion, financing, ownership, operation, or management of, or assist in
or carry on through a proprietorship, corporation, partnership or other form of
business entity or otherwise, any business which competes with the Company or
any of its subsidiaries or affiliates in any of the parishes in the State of
Louisiana (or offshore therefrom) or counties in the states of Texas (or
offshore therefrom) or Michigan in which the Company or any of its subsidiaries
or affiliates is engaged in or is actively planning to engage in as of the date
of such termination, including but not limited to those parishes and counties
listed in Schedule B hereto (collectively, the "Restricted Area").

         Nothing in this Section 6(a) shall prohibit Executive from acquiring or
holding any issue of stock or securities of any person that has any securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended,
listed on a national securities exchange or quoted on the automated quotation
system of the National Association of Securities Dealers, Inc., other than
shares of Common Stock of the Company, so long as (i) Executive is not deemed to
be an "affiliate" of such person as such term is used in paragraphs (c) and (d)
of Rule 145 under the Securities Act of 1933, as amended, and (ii) Executive
and/or members of his immediate family or persons under his control do not own
or hold more than 5% of the outstanding voting securities of any such person.


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         (b) Executive agrees that during the Restricted Period, Executive shall
not, whether for his own account or for the account of any other person or
entity (excluding the Company), (i) solicit or contact in an effort to do
business with any person who was a customer of the Company or any of its
subsidiaries or affiliates within the Restricted Area during the term of this
Agreement, or any affiliate of any such person, if such solicitation or contact
is in competition with the Company, (ii) solicit or induce any of the Company's
employees to leave their employment with the Company or accept employment with
anyone else or hire any such employees or (iii) interfere in any similar manner
with the business of the Company. Nothing herein shall prohibit or preclude the
Executive from performing any other types of services that are not precluded by
Section 6(a) for any other person.

         (c) Executive has carefully read and considered the provisions of this
Section 6 and, having done so, agrees that the restrictions set forth in this
Section 6 (including the Restricted Period, scope of activity to be restrained
and the geographical scope) are fair and reasonable and are reasonably required
for the protection of the interests of the Company, its officers, directors,
employees, creditors, investors and shareholders. Executive understands that the
restrictions contained in this Section 6 may limit his ability to engage in a
business similar to the Company's business, but acknowledges that he will
receive sufficiently high remuneration and other benefits from the Company
hereunder to justify such restrictions.

SECTION 7. Travel. Executive shall not be required to change his place of
residence in order to fulfill his obligations hereunder; provided, however, upon
the reasonable request of the Company, Executive will attend meetings at
locations away from the vicinity of Executive's place of residence, including,
without limitation, in New York City and Manistee, Michigan. 




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SECTION 8. Commencement, Notice and Scheduling of Duties. Executive's duties
hereunder shall commence on the date hereof. The Company will provide Executive
with sufficient advance notice as to the duties it desires Executive to perform
after the Transition Period. The scheduling of the performance of such duties
will be mutually agreed to by both parties.

SECTION 9. Expenses. The Company shall reimburse Executive for all reasonable
and documented costs and expenses incurred by Executive in connection with the
performance of his duties hereunder, including costs and expenses incurred to
attend meetings away from the vicinity of Executive's place of residence.

SECTION 10. Indemnification. The Company shall indemnify Executive and hold him
harmless, to the fullest extent permitted by applicable law, from any and
against any loss, cost, expense, liability, damage or claim arising out of, or
suffered or incurred by him by reason of, the performance of his duties under
this Agreement, including, without limitation, reasonable attorney's fees;
provided, however, that Executive shall not be entitled to indemnification to
the extent any such loss, cost, expense, liability, damage or claim is
determined by a court or other trier of fact to arise out of Executive's willful
misconduct or gross negligence.

SECTION 11. Liquidated Damages. In the event that Executive shall default in the
performance of any of his duties set forth in Section 1 hereof, the Company
shall be entitled to collect from Executive as liquidated damages the amount of
$1,800,000. At the Company's election, such liquidated damages shall be payable
by Executive by the delivery to the Company of the Company's or AI Acquisitions 
Corp.'s promissory note dated the Employment Commencement Date in the principal
amount of $1,800,000, and Executive hereby acknowledges that if such liquidated
damages become due the Company shall have the right to collect said damages by
an offset of its obligations 


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to Executive under said promissory note. The parties hereto acknowledge that
said liquidated damages shall be the sole and exclusive remedy available to the
Company for Executive's failure to perform his duties set forth in Section 1
hereof, but that the Company may seek any remedy for any breach of any other
provision hereof to which the Company may be entitled under applicable law and
that the Company shall also be entitled to injunctive or other equitable relief,
without limiting any other remedies of the Company hereunder at law or in
equity.

SECTION 12. Personal Service Contract. This Agreement is a personal service
contract, and the rights and interests of Executive may not be sold,
transferred, assigned, pledged or mortgaged, and Executive's rights shall not be
subject to attachment, levy or garnishment by a creditor of Executive. 

SECTION 13. Term. The primary term of this Agreement shall be for a period of 
eighteen months beginning on the Employment Commencement Date and may be 
continued thereafter only if agreed to in writing by both parties.

SECTION 14. Binding Instrument. This Agreement is binding on the Company and
Executive and may be changed only by written instrument signed by the parties.

SECTION 15. Counterparts. This Agreement may be executed by the parties in
counterpart, each of which shall be deemed to be an original but both of which
together shall constitute but one agreement.


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SECTION 16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its
conflicts of laws doctrine.

         EXECUTED on the date first above written.

                                      AMBAR, Inc.



                                      By:  /s/ Barry N. Huntsman
                                         -----------------------------------
                                               
                                      Name: Barry N. Huntsman
                                      Title: Treasurer

                                      Randolph M. Moity, Sr.
                                      


                                       /s/ Randolph M. Moity, Sr. 
                                      --------------------------------------  


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                                   SCHEDULE A


Medical, dental and life insurance
Long-term disability insurance
401(k) plan
Automobile
Membership at Oakbourne Country Club and the Petroleum Club
















































                                      A-1
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                                   SCHEDULE B

Louisiana:

St. Mary Parish
Cameron Parish
Lafourche Parish
Terrebonne Parish
Vermillion Parish
Iberia Parish
Lafayette Parish
Plaquemine Parish
Orleans Parish

Texas:

Galveston County
Jim Hog County
Neucas County
Victoria County
Jefferson County
Dallas County
Harris County

Michigan

Manistee County

                                      B-1
