EXHIBIT 10.27


                              EMPLOYMENT AGREEMENT
                              --------------------


            AGREEMENT  entered into effective as of the 13th day of May 2002, by
and between NUCO2 INC., a Florida  corporation  having its  principal  office at
2800 SE Market  Place,  Stuart,  Florida 34997  (hereinafter  referred to as the
"Corporation"),  and WILLIAM SCOTT WADE,  currently  residing at 11155 Mill Run,
Minnetonka, Minnesota 55305 (hereinafter referred to as the "Executive").

                              W I T N E S S E T H:
                               - - - - - - - - - -

            WHEREAS,  the  Corporation  desires to employ the  Executive and the
Executive  desires to be employed by the Corporation  upon the terms and subject
to the conditions hereinafter set forth,

            NOW,  THEREFORE,  in  consideration  of the mutual  covenants herein
contained  and for  other  good and  valuable  consideration,  it is  agreed  as
follows:

                     ARTICLE 1 - EMPLOYMENT TERMS AND DUTIES
                     ---------------------------------------

            1.1 The  Corporation  hereby  agrees to employ the Executive and the
Executive  agrees to provide  services for the Corporation as its Executive Vice
President,  Operations.  The Executive  shall serve as and perform the duties of
Executive Vice President, Operations of the Corporation during the Term (defined
hereinafter) of this Agreement.

            1.2 The  Executive  agrees to devote his full  business  time during
regular business hours to working for the Corporation and performing such duties
as shall from time to time be assigned to him by the Board of  Directors  of the
Corporation or the Chief Executive  Officer of the  Corporation  consistent with
his position as Executive  Vice  President,  Operations.  During the Term of his
employment  hereunder,  the Executive  shall have no interest in, or perform any
services  during regular  business  hours for any other company,  whether or not
such company is competitive with the  Corporation,  except that this prohibition
shall  not  be  deemed  to  apply  to  passive  investments  in  businesses  not
competitive with the business of the Corporation or to investments of 5% or less
of the outstanding stock of public companies whose stock is traded on a national
securities  exchange or in the  over-the-counter  market.  For  purposes of this
Paragraph l.2, a "passive  investment"  shall be deemed to mean  investment in a
business which does not require or result in the  participation of the Executive
in the management or operations of such business  except during times other than
regular  business  hours  and  which  does not  interfere  with his  duties  and
responsibilities  to the Corporation.  Nothing  contained herein shall limit the
right of the Executive to make speeches, write articles or participate in public
debate and discussions in and by means of any medium of  communication  or serve
as a director  or  trustee of any  non-competing  corporation  or  organization,
provided  that  such  activities  are  not  inconsistent  with  the  Executive's
obligations hereunder.







            1.3 Consistent with the Executive's  aforesaid  duties the Executive
shall,  at all times during the Term hereof,  be subject to the  supervision and
direction of the Board of Directors of the  Corporation  and the Chief Executive
Officer  with  respect to his duties,  responsibilities  and the exercise of his
powers.

            1.4 The  services  of the  Executive  hereunder  shall  be  rendered
primarily at the Corporation's  principal  executive office currently in Stuart,
Florida; provided,  however, that the Executive shall make such trips outside of
Stuart,  Florida  as  shall  be  reasonably  necessary  in  connection  with the
Executive's duties hereunder.

            1.5 The term of the Executive's  employment hereunder shall commence
upon the date of this Agreement (with the understanding that prior to commencing
his duties at the principal  executive office of the Corporation he will perform
his duties  outside of the principal  executive  office of the  Corporation  and
shall no later than May 28, 2002 commence his duties at the principal  executive
office  of the  Corporation)  and such  employment  shall  continue,  except  as
otherwise provided herein, through May 31, 2006 (the "Term").

                            ARTICLE 2 - COMPENSATION
                            ------------------------

            2.1 The  Corporation  shall pay to the Executive  during the Term of
his employment by the  Corporation  and the Executive shall accept as his entire
compensation for his services hereunder:

            (a) A base salary ("Base  Salary") at the rate of $180,000 per annum
commencing May 28, 2002,  payable in accordance with the  Corporation's  regular
payment  schedule for its employees.  The Base Salary will be reviewed  annually
and may be  increased  from  time to time by the  Board  of  Directors  or Chief
Executive Officer of the Corporation.

                                       2



            (b)  Effective  as of the date of this  Agreement,  the  Corporation
shall grant to the  Executive  stock  options  (the  "Options")  pursuant to the
Corporation's  1995 Stock  Option Plan (of which the maximum  amount  allowed by
United  States  tax law shall be  considered  as  incentive  stock  options)  to
purchase  up to  One  Hundred  Twenty-Five  Thousand  (125,000)  shares  of  the
Corporation's common stock, $.001 par value ("Common Stock"),  with one-fifth of
such Options vesting on the date hereof, an additional one-fifth of such Options
vesting on the first  anniversary of the date of this  Agreement,  an additional
one-fifth of such Options vesting on the second  anniversary of the date of this
Agreement,  an  additional  one-fifth  of  such  Options  vesting  on the  third
anniversary of the date of this Agreement,  and the remaining  one-fifth of such
Options  vesting  on the  fourth  anniversary  of the  date of  this  Agreement,
provided that such Options shall vest only so long as the Executive continues to
be employed by the  Corporation.  The  exercise  price for the Options  shall be
equal to the closing price of the Common Stock on the Nasdaq  National Market on
the date hereof.  Notwithstanding the foregoing, in the event that the Executive
shall terminate his employment for other than Good Reason (defined  hereinafter)
within  eighteen  (18) months after the date of this  Agreement,  any vested and
unexercised  Options shall  immediately  terminate and be of no further force or
effect.

            (c) During the Term of this  Agreement and subject to the provisions
hereof, the Executive shall be entitled,  commencing with respect to fiscal year
ending  June 30,  2003 (and on each June 30  thereafter  during the Term of this
Agreement),  to an annual  bonus  based  upon the  relative  performance  of the
Corporation  and the Executive for the applicable  fiscal year. The bonus may be
comprised of options to purchase  shares of Common Stock and cash payments,  the
relative  amounts  of  which  will be  determined  in good  faith  by the  Chief
Executive  Officer,  in his sole discretion,  and approved by the  Corporation's
Board of Directors.  The  Corporation  achieving its projected  EBITDA and other
operating and financial criteria as projected in the Corporation's business plan
established  by its Board of Directors for the  applicable  fiscal year shall be
the major  consideration  in  determining  the amount of the annual  bonus.  The
annual cash bonus will have a target of forty (40%) percent of Base Salary based
on the  full  achievement  of its  projected  EBITDA  and  other  operating  and
financial  criteria as projected in the Corporation's  business plan approved by
the Board of Directors and the Executive  meeting  individual  achievement goals
recommended by the Executive and approved by the Chief Executive Officer.

            (d) The  Corporation  will reimburse the Executive for his necessary
and reasonable  out-of-pocket  expenses incurred in the course of his employment
and in connection with his duties hereunder.

                                       3





            (e)  The  Corporation   will  provide  the  Executive  with  medical
insurance  coverage under the  Corporation's  group medical insurance policy and
the Executive  shall be entitled to  participate  in all other health,  welfare,
retirement,  disability, and other benefit plans, if any, available to employees
and senior executives of the Corporation (collectively, the "Benefit Plans").

            (f) The  Executive  shall be entitled to paid  vacation  and/or sick
days during each twelve (12) month period  during the term of this  Agreement of
the same duration as provided to other  executive  officers of the  Corporation,
but in no event  shall he  receive  less than four (4) weeks paid  vacation  per
year.

            (g) In connection with the Executive's  move to the Stuart,  Florida
area, the Corporation  shall pay the Executive's (i) reasonable moving expenses,
sales  commission  on his current  residence,  and other  direct  closing  costs
provided  that the  aggregate  of such costs does not  exceed  $40,000  and (ii)
temporary housing costs for a period not to exceed six (6) months, provided that
the aggregate of such costs does not exceed  $10,000.  Any sums paid pursuant to
this Paragraph  2.1(g) by the  Corporation  shall be grossed up to eliminate the
cost to the Executive of income taxes, if any, paid on such sums received.

                             ARTICLE 3 - TERMINATION
                             -----------------------

            3.1 Except as otherwise  provided herein, the Term of the employment
of the Executive shall terminate:

            (a) automatically upon the death of the Executive;

            (b) at the option of the Corporation, upon written notice thereof to
the  Executive,  in the  event  that  the  Executive  shall  become  permanently
incapacitated (as hereinafter defined);

            (c) at the option of the  Corporation,  upon thirty (30) days' prior
written  notice thereof to the Executive  specifying  the basis thereof,  in the
event of a material  breach by the Executive with respect to (i), (ii) and (iii)
below,  which is not cured by the  Executive  within  thirty (30) days after the
Executive  is  provided  with such  written  notice,  or in the  event  that the
Executive shall,  during the Term of this Agreement,  (i) engage in any criminal
conduct  constituting  a felony and  criminal  charges are  brought  against the
Executive by a  governmental  authority,  (ii)  knowingly and willfully  fail or
refuse to perform his duties and  responsibilities  in a manner  consistent with
his  position to the  reasonable  satisfaction  of the Board of Directors of the
Corporation,  and (iii) knowingly and willfully engage in activities which would
constitute a material  breach of any term of this  Agreement,  or any applicable
policies, rules or regulations of the Corporation or result in a material injury
to the  business  condition,  financial  or  otherwise,  results of operation or
prospects  of the  Corporation,  as  determined  in good  faith by the  Board of
Directors  of the  Corporation.  For  purposes  of this  Agreement,  termination
pursuant to this Paragraph 3.1(c) shall be deemed a termination "for cause".

                                       4





            For  purposes  of this  Agreement,  the  Executive  shall be  deemed
permanently  incapacitated  in the event that the Executive  shall, by reason of
his physical or mental disability,  fail to substantially  perform his usual and
regular duties for the Corporation  for a consecutive  period of four (4) months
or for six (6)  months in the  aggregate  in any  eighteen  (18)  month  period;
provided,   however,   that  the  Executive  shall  not  be  deemed  permanently
incapacitated  unless and until a physician,  duly licensed to practice medicine
and reasonably acceptable to the Corporation and the Executive, shall certify in
writing to the Corporation that the nature of the Executive's disability is such
that it will continue as a substantial  impediment to the Executive's ability to
substantially perform his duties hereunder.

            (d) At the option of the  Corporation  without cause within its sole
and complete discretion upon thirty (30) days' prior written notice.

            3.2 Notwithstanding anything to the contrary contained herein:

            (a) In the event  that the  Executive  shall die  during the Term of
this Agreement, the Corporation shall, in lieu of any other compensation payable
hereunder,  pay to the  beneficiaries  theretofore  designated in writing by the
Executive (or to the Executive's estate if no such beneficiaries shall have been
designated),  a sum equal to one  hundred  percent  (100%)  of the  compensation
payable  to the  Executive  during  the twelve  (12)  month  period  immediately
preceding  the  Executive's   death,   payable  in  twelve  (12)  equal  monthly
installments,  without interest,  commencing one month following such death. The
Executive's  estate shall retain all stock options vested prior to his death, if
any.  To the extent  that the  Corporation  receives  the  proceeds  on any life
insurance on the life of the  Executive  (as provided in Paragraph  3.2(d)) such
proceeds shall be paid, promptly after receipt, to the beneficiaries theretofore
designated  in writing by the Executive  (or the  Executive's  estate if no such
beneficiaries  shall have been  designated) to fund the  obligations  under this
Paragraph 3.2(a) and shall reduce such obligations on a dollar for dollar basis.
The balance,  if any, due the  Executive's  estate under this  Paragraph  3.2(a)
shall  thereafter  be paid in twelve (12) equal  monthly  installments,  without
interest, commencing one month following the Executive's death.

                                       5





            (b) In the  event  that the  employment  of the  Executive  shall be
terminated by reason of the Executive becoming permanently incapacitated,  then,
as additional  consideration for his past services to the Corporation,  he shall
receive one hundred  percent (100%) of his then current  annual Base Salary,  in
equal monthly installments, without interest, for a period of twelve (12) months
from the date of such  termination.  Such  payments  shall be in addition to all
income  disability  benefits,  if any,  which the  Executive  may  receive  from
policies provided by or through the Corporation,  including state-required short
term  disability.  The Executive or, if applicable,  his estate shall retain all
stock options vested prior to his disability, if any.

            (c) In the event of a termination of the Executive's employment "for
cause" as defined in Paragraph 3.1(c) above, the Executive shall not be entitled
to (i) any payments  other than such  compensation  as shall have been earned by
him  prior to the date of such  termination  and not paid as of the date of such
termination,  or (ii) any bonus pursuant to Paragraph 2.1(c).  Any and all stock
options  granted to the Executive  prior to the date of such  termination  shall
terminate  and shall no longer vest.  Nothing  herein,  however,  shall alter or
impede the Executive's  ability to exercise stock options  properly vested as of
such termination date in accordance with the terms of the stock option agreement
in respect of such options.

            (d) In the event that the Corporation shall desire to fund the death
benefits  payable  under  Paragraph  3.2(a)  above with a policy or  policies of
insurance on the life of the Executive or the disability  benefits payable under
Paragraph 3.2(b) above with a disability  policy,  the Executive shall cooperate
with the Corporation in obtaining such insurance policy(ies) and shall submit to
such  medical  examinations  and execute  such  documents  as may be required in
connection with the obtaining of such insurance.

                                       6





            (e) In the event the  Executive's  employment  is  terminated at the
discretion of the Corporation  pursuant to Paragraph 3.1(d), he will be paid one
(1) year's current Base Salary in equal  quarterly  installments  during the one
(1) year  following the  termination  of  employment  and shall retain all stock
options which vested prior to the termination of his employment.

            (f) In the event of any  termination of the  Executive's  employment
pursuant  to this  Article 3 other  than "for  cause" as  defined  in  Paragraph
3.1(c), the Executive and/or his dependents and beneficiaries  shall continue to
participate  during the applicable period of salary  continuation in all medical
insurance and related benefits  provided by the Corporation on the same basis as
prior to the date of his termination.

                        ARTICLE 4 - RESTRICTIVE COVENANTS
                        ---------------------------------

            4.1 CONFIDENTIAL INFORMATION.

            The  Executive  acknowledges  that,  because  of his  duties and his
position  of trust under this  Agreement,  he will  become  familiar  with trade
secrets  and other  confidential  information  (including,  but not  limited to,
operating  methods and procedures,  secret lists of actual and potential sources
of supply, customers and employees, costs, profits, markets, sales and plans for
future  developments)  which are  valuable  assets  and  property  rights of the
Corporation  and not  publicly  known and  Executive  acknowledges  that  public
disclosure of such trade secrets and other confidential information will have an
adverse effect on the  Corporation  and its business.  Except in connection with
the performance of his duties for the Corporation,  the Executive agrees that he
will  not,  during  or at any  time  after  the Term of this  Agreement,  either
directly or indirectly, disclose to any person, entity, firm or corporation such
trade secrets or other confidential information,  including, but not limited to,
any facts  concerning the systems,  methods,  secret lists,  procedures or plans
developed or used by the Corporation,  and not to release,  use, or disclose the
same except with the prior  written  consent of the  Corporation.  The Executive
agrees to retain all such trade secrets and other confidential  information in a
fiduciary  capacity for the sole benefit of the Corporation,  its successors and
assigns. All records, files, memorandums,  reports, price lists, customer lists,
secret lists, documents,  equipment, systems, methods, procedures and plans, and
the like, relating to the business of the Corporation, which the Executive shall
use or prepare or come into contact with,  shall remain the sole property of the
Corporation.  Upon  termination of his  employment by the  Corporation or at any
time that the  Corporation  may so request,  the Executive will surrender to the
Corporation all non-public  papers,  notes,  reports,  plans and other documents
(and all copies thereof)  relating to the business of the  Corporation  which he
may then possess or have under his control.

                                       7




            4.2 NON-COMPETE. The Executive acknowledges that (i) the services to
be performed by him under this Agreement are of a special, unique, extraordinary
and intellectual  character;  (ii) the Executive possesses substantial technical
and managerial  expertise and skill with respect to the Corporation's  business;
(iii) the  Corporation's  business  is national  in scope and its  products  and
services are marketed throughout the nation; (iv) the Corporation  competes with
other businesses that are or could be located in any part of the nation; (v) the
covenants and  obligations  of Executive  under this  Paragraph 4.2 are material
inducement and condition to the  Corporation's  entering into this Agreement and
performing its obligations hereunder;  and (vi) the provisions of this Paragraph
4.2 are reasonable and necessary to protect the Corporation's business.

            In consideration  of the  acknowledgments  by the Executive,  and in
consideration  of the  compensation  and  benefits  to be  paid or  provided  to
Executive by the Corporation,  the Executive  covenants that he will not, during
the Term and for a period of two (2) years  following the  expiration or earlier
termination  of  this  Agreement,  without  the  prior  written  consent  of the
Corporation, directly or indirectly:

            (a) knowingly solicit any business,  in the same product or business
line or one that is closely  related to that in which the  Executive was engaged
during his  employment,  for or from, or become  associated  with, as principal,
agent, employee, consultant, or in any other capacity, any person who, or entity
which,  at the time of, or during the twelve (12) months  immediately  preceding
such expiration or termination was in direct competition with the Corporation;

            (b) become a principal,  agent, employee,  consultant,  or otherwise
become  associated  with any  person or  entity  which is  engaged  in direct or
indirect  competition  (i.e., doing indirectly through others what the Executive
could not do directly) with the Corporation.

                                       8





            4.3  ENFORCEMENT.  The provisions of Article 4 of this Agreement are
of a unique  nature and of  extraordinary  value and of such a character  that a
material  breach  of the  provisions  of  either  Paragraphs  4.1 or 4.2 of this
Agreement by the Executive will result in  irreparable  damage and injury to the
Corporation for which the Corporation  will not have any adequate remedy at law.
Therefore,  in the event that the  Executive  commits or threatens to commit any
such  breach,  the  Corporation  will have (a) the right and  remedy to have the
provisions of Paragraphs 4.1 and 4.2 of this Agreement  specifically enforced by
any court having equity jurisdiction, it being agreed that in any proceeding for
an injunction,  and upon any motion for a temporary or permanent injunction, the
Executive's  ability to answer in damages  shall not be a bar or interposed as a
defense  to the  granting  of such  injunction  and (b) the right and  remedy to
require  the  Executive  to account for and to pay over to the  Corporation  all
compensation,   profits,  monies,   accruals,   increments  and  other  benefits
(hereinafter  referred to collectively as the "Benefits") derived or received by
him  as a  result  of  any  transactions  constituting  a  breach  of any of the
provisions of Paragraphs 4.1 and 4.2 of this Agreement, and the Executive hereby
agrees to account for and pay over such Benefits to the Corporation. Each of the
rights and remedies  enumerated in (a) and (b) above shall be independent of the
other, and shall be severally  enforceable,  and all of such rights and remedies
shall be in  addition  to,  and not in lieu of, any other  rights  and  remedies
available to the Corporation under law or in equity.

            If any  covenant  in this  Article  4 is  held  to be  unreasonable,
arbitrary,  or against  public  policy,  such  covenant will be considered to be
divisible  with  respect to scope,  time and  geographic  area,  and such lesser
scope,  time,  or  geographic  area,  or all of them,  as the court of competent
jurisdiction  may determine to be  reasonable,  not  arbitrary,  and not against
public  policy,  will  be  effective,   binding,  and  enforceable  against  the
Executive.  The  undertakings  of Article 4 shall  survive  the  termination  or
cancellation of the Agreement or of the Executive's termination.

                    ARTICLE 5 - SEVERANCE - CHANGE OF CONTROL
                    -----------------------------------------

            5.1 SEVERANCE  COMPENSATION.  If prior to the expiration of the Term
of this Agreement, there is a Change of Control (defined in Paragraph 5.2 below)
and  thereafter  the Executive  should resign his employment for Good Reason (as
defined  in  Paragraph  5.3  below),  the  Executive  shall be  entitled  to the
following Severance compensation:

                                       9





            (a)  Continuation  of all  benefits,  including  without  limitation
medical,  dental  and  life  insurance  for  one  year  following  the  date  of
termination, or until the date on which the Executive first becomes eligible for
insurance  coverage  of a similar  nature  provided  by a firm that  employs him
following termination of employment by the Corporation, whichever occurs first.

            (b)  Immediate  vesting  of any  granted  but  unvested  options  to
purchase Common Stock of the Corporation held by the Executive.

            (c)  An  amount  equal  to  one  (1)  times   current   annual  cash
compensation to be paid within sixty (60) days of termination of employment.

            5.2 CHANGE OF CONTROL. For the purposes of this Agreement,  a Change
of Control  means (i) the direct or  indirect  sale,  lease,  exchange  or other
transfer  of all or  substantially  all  (50%  or  more)  of the  assets  of the
Corporation  to any person or entity or group of persons or  entities  acting in
concert as a partnership or other group (a "Group of Persons"), (ii) the merger,
consolidation  or other  business  combination of the  Corporation  with or into
another corporation with the effect that the shareholders of the Corporation, as
the  case may be,  immediately  following  the  merger,  consolidation  or other
business combination,  hold 50% or less of the combined voting power of the then
outstanding   securities   of  the   surviving   corporation   of  such  merger,
consolidation  or other business  combination  ordinarily (and apart from rights
accruing under special  circumstances)  having the right to vote in the election
of directors,  (iii) the replacement of a majority of the Corporation's Board of
Directors in any given year as compared to the  directors  who  constituted  the
Corporation's  Board at the beginning of such year, and such  replacement  shall
not have been approved by the Corporation's Board of Directors,  as the case may
be, as  constituted  at the beginning of such year, or (iv) a person or Group of
Persons shall, as a result of a tender or exchange offer, open market purchases,
privately  negotiated  purchases or otherwise,  have become the beneficial owner
(within the meaning of Rule 13d-3 under the Securities  Exchange Act of 1934, as
amended)  of  securities  of the  Corporation  representing  50% or  more of the
combined  voting power of the then  outstanding  securities of such  corporation
ordinarily (and apart from rights accruing under special  circumstances)  having
the right to vote in the election of directors.

                                       10





            5.3  GOOD  REASON.   The  Executive   shall  have  Good  Reason  for
terminating his employment  with the Corporation  under this Agreement if one or
more of the following occurs:

            (a) an involuntary change in the Executive's status or position with
the Corporation  which  constitutes a demotion from the Executive's then current
status or  position  and a  material  change in the  nature or scope of  powers,
authority or duties inherent in such position;

            (b) layoff or involuntary termination of the Executive's employment,
except in connection  with the  termination  of the  Executive's  employment for
Cause or as a result of the  non-renewal of this Agreement or of the Executive's
disability or death;

            (c) a reduction by the Corporation in the Executive's compensation;

            (d) any action or inaction by the  Corporation  that would adversely
affect the Executive's  continued  participation in any Benefit Plan on at least
as favorable  basis as was the case at the time of such action or  inaction,  or
that would  materially  reduce the Executive's  benefits in the future under the
Benefit  Plan or deprive  him of any  material  benefits  that he then  enjoyed,
except to the extent that such action or inaction by the Corporation (i) is also
taken or not taken,  as the case may be, in respect of all employees  generally,
(ii) is  required  by the terms of any  Benefit  Plan as in  effect  immediately
before such action or inaction;  or (iii) is necessary to comply with applicable
law or to preserve the qualification of any Benefit Plan under section 401(a) of
the Internal Revenue Code; or

            (e) a material change of the principal work location.


                            ARTICLE 6 - MISCELLANEOUS
                            -------------------------

            6.1 SEVERABILITY. In the event that any provision, or any portion of
any provision, of this Agreement shall be held to be void or unenforceable,  the
remaining  provisions  of this  Agreement,  and  the  remaining  portion  of any
provision found void or unenforceable in part only, shall continue in full force
and effect.

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            6.2 REPRESENTATIONS  AND WARRANTIES BY THE EXECUTIVE.  The Executive
represents  and warrants that he has made no  commitment of any kind  whatsoever
inconsistent  with  the  provisions  of this  Agreement  and that he is under no
disability  of any kind to enter into this  Agreement  and to perform all of his
obligations hereunder.

            6.3 BINDING EFFECT. This Agreement shall inure to the benefit of and
shall be binding upon the parties and their respective  successors and permitted
assigns.  This Agreement being personal to the Executive,  cannot be assigned by
him.  This  Agreement  may be  assigned by the  Corporation  in the event and in
connection with a merger,  consolidation or sale of all or substantially  all of
the assets of the  Corporation  provided that the assignee  agrees in writing to
assume all of the obligations of the Corporation under this Agreement, that such
assignment  shall not relieve the Corporation of its  obligations  hereunder and
that such  assignment  is not  otherwise  inconsistent  with the  provisions  of
Paragraph 5. Prompt written notice of such  assignment  shall be provided by the
Corporation to the Executive.

            6.4 JURISDICTIONAL  CONSENT.  Any dispute or controversy between the
parties  relating  to or  arising  out of this  Agreement  or any  amendment  or
modification  hereof shall be determined by the Supreme Court, County of Martin,
State of Florida. The service of any notice,  process,  motion or other document
in connection with an action under this Agreement,  may be effectuated by either
personal  service upon a party or by certified mail duly addressed to him at his
address set forth on Page 1 hereof.

            6.5 NOTICES. Any notice or communication required or permitted to be
given  hereunder  shall be deemed duly given if delivered  personally or sent by
registered or certified mail,  return receipt  requested,  to the address of the
intended  recipient as herein set forth or to such other  address as a party may
theretofore  have specified in writing to the other. Any notice or communication
intended for the Corporation shall be addressed to the attention of its Board of
Directors.

            6.6  WAIVER.  A waiver  of any  breach  or  violation  of any  term,
provision,  agreement,  covenant,  or condition  herein  contained  shall not be
deemed to be a  continuing  waiver or a waiver of any  future or past  breach or
violation.

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            6.7 ENTIRE  AGREEMENT/GOVERNING  LAW. This Agreement constitutes the
entire  agreement and  understanding  between the  Corporation and the Executive
relating to the latter's employment,  supersedes any prior agreement between the
parties  relating  to  such  matter,  shall  be  governed  by and  construed  in
accordance  with  the  laws of the  State  of  Florida  and may not be  changed,
terminated or discharged orally.

            IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
as of the day and year first above written.


                                               NUCO2 INC.

                                        By:    /s/ Michael DeDomenico
                                               ----------------------
                                               Name: Michael DeDomenico
                                               Title: Chairman and CEO

                                               /s/ William Scott Wade
                                               ----------------------
                                               WILLIAM SCOTT WADE

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