EXHIBIT 10.29.1

                              TERMINATION AGREEMENT
                                   (GREENWOOD)

         The undersigned (the "Employee"), in consideration of the payment of
one (1) year's Base Salary, does hereby agree to the termination of his
Employment Agreement dated July 1, 2001 with U.S. Propane, L.P. effective as of
the closing of the Contribution Agreement dated November 6, 2003 between
LaGrange Energy L.P. and each of Heritage Propane Partners, L.P. and Heritage
Operating, L.P.; provided, however, Employee retains the vested right to receive
20,000 Common Units on or about July 24, 2005.

         This Agreement may be executed in one or more counterparts and by
original or facsimile signatures delivered by the parties to the other, each of
which shall be deemed an original, but all of which constitute one and the same
document.

         The parties hereto agree that the Employee shall continue as an at will
employee.

         Dated January 20, 2004.

                                    U. S. PROPANE, L.P.

                                    By U.S. Propane, L.L.C., General Partner

                                    By: ________________________________________
                                    Its: President

                                    ___________________________________________
                                    Michael L. Greenwood

                                                                   "Employee"