Exhibit 10.3


                            STOCK PURCHASE AGREEMENT


            THIS  STOCK  PURCHASE  AGREEMENT  (this  "Agreement"),  is made  and
entered into this 7th day of December, 2000, by and between THE BOC GROUP, INC.,
a Delaware  corporation,  acting through its BOC Edwards division  ("Buyer") and
NUCO2 Inc., a Florida corporation (the "Company").


                                 R E C I T A L:


            The Company  desires to sell and Buyer  desires to purchase from the
Company, on the terms and subject to the conditions set forth in this Agreement,
One Million One Hundred  Eleven  Thousand One Hundred Eleven  (1,111,111)  newly
issued shares (the "Common Shares") of Common Stock, par value $0.001 per share,
of the Company  ("Common Stock") in exchange for the Common Share Purchase Price
(as defined herein) and other  agreements,  obligations and consideration as set
forth in this Agreement.


            NOW,  THEREFORE,  in  consideration  of the  premises  and  promises
contained herein, the parties agree as follows:


ARTICLE 1   PURCHASE OF COMMON SHARES

            1.1  Purchase  of Common  Shares.  Upon the terms and subject to the
conditions  of  this  Agreement  and  in  reliance  upon  the   representations,
warranties and covenants  contained herein,  Buyer agrees to purchase the Common
Shares from the Company for the Common  Share  Purchase  Price,  and the Company
agrees to sell and issue the Common Shares to Buyer at Closing.

            1.2 Purchase  Price for Common  Shares.  The  purchase  price of the
Common Shares (the "Common Share Purchase  Price") shall be Ten Million  Dollars
($10,000,000) which shall be payable to the Company by Buyer at Closing.

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ARTICLE 2   THE CLOSING

            2.1  Closing.  The  Closing of the  transaction  shall  occur at the
offices of the Buyer on the date  hereof or at such other time  and/or  place as
may be mutually agreed upon by the parties (the "Closing  Date").  All component
parts of the transaction shall be deemed to occur  simultaneously on the Closing
Date.

            2.2 Closing Deliveries by Company to Buyer. At the Closing,  Company
shall deliver or cause to be delivered to Buyer the following:

                  (a) An amendment (the  "Amendment")  to the Special Warrant to
Purchase Common Stock of the Company (No. W-9), dated May 1, 1997 (the "Original
Warrant"),  executed  by the  Company in the form  attached  hereto as Exhibit A
(together with the Original Warrant, the "Warrant");

                  (b) A certificate evidencing the Common Shares being purchased
by the Buyer, registered in the name of Buyer; and

                  (c) A  certificate  or  confirmation  that the  Company  is in
existence  and good  standing  in the State of Florida on and as of the  Closing
Date.

            2.3  Delivery  by Buyer to  Company.  At the  Closing,  Buyer  shall
deliver or cause to be delivered to Company the following:

                  (a) The Common Share Purchase Price; and

                  (b) The  Amendment  executed  by Buyer  in the  form  attached
hereto as Exhibit A.

            2.4 Execution of Additional Closing Agreements.  At the Closing, the
parties  shall  execute,  acknowledge  and  deliver,  or cause  to be  executed,
acknowledged  or  delivered,  such  other  instruments  or

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documents  as  may  be  reasonably   necessary  to  carry  out  the  transaction
contemplated by this Agreement.


ARTICLE 3   REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company hereby represents and warrants to Buyer as follows:

            3.1 Existence. The Company is a corporation duly organized,  validly
existing and in good standing under the laws of the State of Florida and has all
requisite  corporate power and authority to own its properties and assets and to
carry  on its  business  as it is now  being  conducted  and as  proposed  to be
conducted.  Each of the Company and its material  domestic  subsidiaries is duly
qualified to transact business as a foreign  corporation and is in good standing
in each jurisdiction in which the character of the properties owned or leased by
it or the nature of its business makes such qualification necessary,  except for
any  such  failures  to so  qualify  or be in  good  standing  that  would  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect. For purposes of this Agreement,  "Material Adverse Effect" shall
mean a material adverse effect on (i) the business, assets, property, operations
or condition,  financial or otherwise, of the Company and its subsidiaries taken
as a whole or (ii) the ability of the Company to perform any of its  obligations
under this Agreement or the transaction contemplated hereby.

            3.2 No Breach. None of the execution and delivery of this Agreement,
the Common Shares and the Amendment, the consummation of the transactions herein
and therein contemplated and compliance with the terms and provisions hereof and
thereof  will  conflict  with or result in a breach of, or require  any  consent
under,  the  charter  or  by-laws  of  the  Company  or  any  applicable  law or
regulation,   or  any  order,  writ,  injunction  or  decree  of  any  court  or
governmental  authority,  or any agreement or instrument to which the Company or
any of its  subsidiaries is a party or by which any of them is bound or to which
any of them is subject,  or  constitute  a default  under any such  agreement or
instrument,  which conflict,  breach, failure to obtain consent or default would
have a Material Adverse Effect.

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            3.3 Corporate Action. The Company has all necessary  corporate power
and  authority  to  execute,  deliver and  perform  its  obligations  under this
Agreement;  the  execution,  delivery  and  performance  by the  Company of this
Agreement,   have  been  duly  authorized  by  all  necessary  corporate  action
(including  all required  shareholder  action) on the part of the Company;  this
Agreement has been duly executed and delivered by the Company and  constitutes a
valid and legally  binding  obligation  of the Company  entitled to the benefits
provided herein, except as enforcement may be limited by bankruptcy,  insolvency
or other similar laws  affecting  creditors'  rights  generally,  and by general
principles of equity  (regardless of whether  enforcement is sought at equity or
in law),  the Common  Shares shall,  when issued and delivered  pursuant to this
Agreement will be duly and validly issued, fully paid and nonassessable, and the
Common Stock underlying by the Warrant (the "Warrant Shares") shall, when issued
and delivered in accordance  with the terms of the Warrant,  be duly and validly
issued, fully paid and nonassessable.

            3.4 Approvals.  No authorizations,  approvals or consents of, and no
filings or registrations with, any governmental  authority are necessary for the
execution,  delivery or  performance by the Company of this Agreement or for the
validity or  enforceability  hereof.  Any such action  required to be taken as a
condition to the execution and delivery of this  Agreement,  the issuance of the
Common Shares and the  Amendment,  has been duly taken by all such  governmental
authorities or other persons, as the case may be.

            3.5  Investment  Company  Act.  Neither  the  Company nor any of its
subsidiaries  is an  "investment  company,"  or a  company  "controlled  by"  an
"investment  company," within the meaning of the Investment Company Act of 1940,
as amended.

            3.6 Public Utility Holding Company Act.  Neither the Company nor any
of its  subsidiaries  is a "holding  company," or an  "affiliate"  of a "holding

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company" or a "subsidiary company" of a "holding company," within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

            3.7         Capitalization.

                  (a)  Upon  the  issuance  of  the  Common  Shares  under  this
Agreement,  the total  number of shares of capital  stock  which the Company has
authority  to issue and the  outstanding  shares of the  Company  will be as set
forth in Schedule  3.7(a)  hereto.  Upon the issuance of the Common Shares under
this Agreement,  the Company shall not have  outstanding any stock or securities
convertible  into or  exchangeable  for any shares of capital stock nor shall it
have outstanding any rights to subscribe for or to purchase,  or any options for
the purchase of, or any  agreements  providing for the issuance  (contingent  or
otherwise) of, or any calls, commitments or claims of any character relating to,
any capital stock or stock or securities  convertible  into or exchangeable  for
any capital stock other than as listed on Schedule 3.7(a).

                  (b) There is not in effect on the date hereof any agreement by
the Company  pursuant to which any holders of  securities  of the Company have a
right to cause the Company to register such securities  under the Securities Act
of 1933, as amended (the  "Securities  Act") other than as set forth on Schedule
3.7(b).

                  (c) The Warrant  Shares have been  authorized  and  adequately
reserved in  contemplation  of the  exercise  of the  Warrant  and the  issuance
thereof will not have been subject to any preemptive rights or made in violation
of any applicable law.

            3.8 SEC Documents;  Financial Statements. The Company has filed in a
timely  manner all  documents  that the  Company  was  required to file with the
Securities and Exchange  Commission (the "Commission")  under Sections 13, 14(a)
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"),  since its initial public offering.  As of their respective filing dates,
all  documents  filed by the  Company  with  the  Commission  ("SEC  Documents")
complied in all material  respects with

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the requirements of the Exchange Act or the Securities Act, as applicable.  None
of the SEC Documents as of their respective dates contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein  or  necessary  to make the  statements  made  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements  of  the  Company  included  in the  SEC  Documents  (the  "Financial
Statements")  comply  as to  form  in  all  material  respects  with  applicable
accounting  requirements  and with the published  rules and  regulations  of the
Commission with respect thereto.  The Financial Statements have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis and fairly present the consolidated  financial position of the Company and
any of its  subsidiaries  at the dates thereof and the  consolidated  results of
their  operations  and  consolidated  cash  flows  for the  periods  then  ended
(subject,   in  the  case  of  unaudited   statements,   to  normal,   recurring
adjustments).  Except as set forth or reflected in the SEC Documents filed prior
to the date hereof,  the Company does not have any liabilities or obligations of
any nature (whether accrued, absolute, contingent, unasserted or otherwise) that
individually  or in the aggregate  would be expected to have a Material  Adverse
Effect.

            3.9 Provided  Information.  To the  knowledge  of the  Company,  all
written  information  (excluding  information of a general  economic  nature and
financial projections) concerning the Company and the transactions  contemplated
hereby  that has been  prepared  by or on  behalf of the  Company  or any of the
Company's  authorized  representatives and that has been made available to Buyer
or any of its  authorized  representatives  in connection  with the issuance and
sale of the  Common  Shares,  when  taken as a  whole,  was,  at the  time  made
available,  correct  in all  material  respects  and did not,  at the time  made
available,  contain any untrue  statement of a material  fact or omit to state a
material fact  necessary in order to make the statements  contained  therein not
misleading in light of the circumstances  under which such statements were made.
All financial  projections  concerning the Company that have been prepared by or
on behalf of the Company or any of the Company's authorized  representatives and
that have been made

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available to Buyer or any of its authorized  representatives  in connection with
the  issuance  and sale of the Common  Shares  have  been,  and at the time made
available will be, reasonably  prepared on a basis reflecting the best currently
available  estimates and judgments of the Company's  management as to the future
financial  performance  of the  Company  and the  individual  business  segments
thereof.

            3.10  Material  Adverse  Change.  Except  as  disclosed  in the  SEC
Documents, since September 30, 2000, there has not been any event, occurrence or
development  of a state of  circumstances  or facts that has had,  or could have
reasonable  been  expected  to have,  (i) a  Material  Adverse  Effect or (ii) a
material adverse effect on the ability of the Company to perform its obligations
under this Agreement.

            3.11 Litigation. There are not any (a) outstanding judgments against
or affecting the Company or any of its subsidiaries, (b) proceedings pending or,
to the knowledge of the Company,  threatened against or affecting the Company or
any of its subsidiaries or (c) investigations by any governmental authority that
are, to the knowledge of the Company, pending or threatened against of affecting
the Company or any of its subsidiaries  that (i) in any manner challenge or seek
to prevent,  enjoin, alter or materially delay the issuance of the Common Shares
or (ii) if  resolved  adversely  to the Company or any  subsidiary,  would have,
individually or in the aggregate, a Material Adverse Effect.

            3.12 Permits and  Licenses.  The Company and its  subsidiaries  have
obtained all  governmental  permits,  licenses,  franchises  and  authorizations
required  for the  Company  and its  subsidiaries  to conduct  their  respective
businesses  as  currently  conducted,  except for those of which the  failure to
obtain would not have a Material Adverse Effect.

            3.13        Properties.

                  (a) Each of the  Company and its  subsidiaries  has good title
to, or valid leasehold interests in, all its real and personal property material
to its  business,  except (i) as set forth in  Schedule  3.13 and (ii)

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for minor defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their intended
purposes.

                  (b)  Each of the  Company  and its  subsidiaries  owns,  or is
licensed  to use,  all  trademarks,  tradenames,  copyrights,  patents and other
intellectual  property  material  to its  business,  and the use  thereof by the
Company and its subsidiaries,  to the best of the Company's knowledge,  does not
infringe  upon the  rights of any other  person or  entity,  except for any such
infringements  that,  individually or in the aggregate,  could not reasonably be
expected to result in a Material Adverse Effect.

            3.14 Environmental Matters. Except with respect to any matters that,
individually or in the aggregate,  could not reasonably be expected to result in
a Material  Adverse Effect,  neither the Company nor any of its subsidiaries (i)
has failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has  become  subject to any  Environmental  Liability,  (iii) has  received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any  basis  for  any  Environmental   Liability.  As  used  in  this  Agreement,
"Environmental  Laws" means all Federal,  state,  local and foreign statutes and
codes or  regulations,  rules or  ordinances  issued,  promulgated,  or approved
thereunder,  now or hereafter in effect (including,  without  limitation,  those
with respect to asbestos or asbestos containing material), relating to pollution
or  protection  of the  environment  and  relating to public  health and safety,
relating  to (i)  emissions,  discharges,  releases  or  threatened  releases of
hazardous  materials,  into  the  environment  (including,  without  limitation,
ambient air, surface water, ground water, land surface or subsurface strata), or
(ii) the  manufacture,  processing,  distribution,  use  generation,  treatment,
storage,  disposal,  transport or handling of any hazardous materials, and (iii)
underground  storage tanks and related  piping,  and  emissions,  discharges and
releases or threatened releases  therefrom,  such Environmental Laws to include,
without  limitation,  (i) the Clean Air Act (42 U.S.C.ss.7401 et seq.), (ii) the
Clean Water Act (33 U.S.C.ss.1251 et seq.), (iii) the Resource  Conservation and
Recovery Act (42 U.S.C.ss.6901 et seq.),  (iv)

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the Toxic Substances Control Act (15 U.S.C.ss.2601 et seq.) and (v) CERCLA, each
as  amended.  As used in this  Agreement,  "Environmental  Liability"  means any
liability,  contingent or otherwise (including any liability for damages,  costs
of environmental remediation,  fines, penalties or indemnities),  of the Company
or any  subsidiary  directly  or  indirectly  resulting  from or based  upon (i)
violation  of  any  Environmental  Law,  (ii)  the  generation,  use,  handling,
transportation, storage, treatment or disposal of any hazardous materials, (iii)
exposure to any hazardous  materials,  (iv) the release or threatened release of
any hazardous  materials into the environment or (v) any contract,  agreement or
other consensual  arrangement  pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

            3.15 Compliance  with Laws and  Agreements.  Each of the Company and
its  subsidiaries is in compliance with all laws,  regulations and orders of any
governmental  authority  applicable  to it or its property  and all  indentures,
agreements and other instruments  binding upon it or its property,  except where
the failure to do so, individually or in the aggregate,  could not reasonably be
expected to result in a Material Adverse Effect.

            3.16  Taxes.  Each of the Company  and its  subsidiaries  has timely
filed or caused to be filed all tax returns  and  reports  required to have been
filed and has paid or caused to be paid all  federal,  state and foreign  taxes,
assessments,  customs duties or other  governmental  charge,  levy or assessment
upon assets revenues income or profits (collectively,  "Taxes") required to have
been paid by it,  except  (a) Taxes  that are being  contested  in good faith by
appropriate  proceedings  and for  which  the  Company  or such  subsidiary,  as
applicable,  has set aside on its books  adequate  reserves or (b) to the extent
that the  failure  to do so could  not  reasonably  be  expected  to result in a
Material Adverse Effect.

            3.17        ERISA.

                  (a) (i)  Except as set forth in  Schedule  3.17,  neither  the
Company nor any ERISA  Affiliate  maintains or contributes to, or has maintained
or  contributed  to, any Plan that is an ERISA Plan and (ii)

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neither the Company nor any of its subsidiaries  maintains or contributes to, or
has  maintained or contributed  to, any Plan that is an "Executive  Arrangement"
(as that term is used in the definition of "Plan");

                  (b) Each Plan has at all times been  maintained,  by its terms
and in operation,  in accordance  with all  applicable  laws,  except where such
noncompliance (when taken as a whole) would not have a Material Adverse Effect;

                  (c)  Neither  the  Company  nor  any  of its  subsidiaries  is
currently  making,  nor  has in  the  last  6  years  been  obligated  to  make,
contributions  (directly  or  indirectly)  to a  Multiemployer  Plan,  nor is it
currently  nor will it become  subject to any  liability  (including  withdrawal
liability),  tax or penalty  whatsoever to any person whomsoever with respect to
any Plan including,  but not limited to, any tax,  penalty or liability  arising
under Title I or Title IV or ERISA or Chapter 43 of the Internal Revenue Code of
1986, as amended (the "Code"),  except where such  liabilities  (when taken as a
whole) would not have a Material Adverse Effect; and

                  (d) The  Company  and each ERISA  Affiliate  has made full and
timely payment of all amounts (i) required to be contributed  under the terms of
each Plan and  applicable  law and (ii)  required to be paid as expenses of each
Plan.  No Plan has an "amount of unfunded  benefit  liabilities"  (as defined in
Section 4001(a)(18) of ERISA).

                  (e) As used in this  Agreement,  "ERISA"  means  the  Employee
Retirement  Income  Security  Act of 1974,  as amended from time to time and the
rules and regulations promulgated thereunder.

                  (f) As used in this  Agreement,  "ERISA  Affiliate"  means any
trade or business (whether or not incorporated) that, together with the Company,
is  treated as a single  employer  under  Section  414(b) or (c) of the Code or,
solely for  purposes of Section  302 of ERISA and  Section  412 of the Code,  is
treated as

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a single employer under Section 414 of the Code.

                  (g) As used in this  Agreement,  "ERISA Event" means:  (i) any
"reportable  event",  as  defined in  Section  4043 of ERISA or the  regulations
issued  thereunder  with  respect to a Plan  (other  than an event for which the
30-day notice period is waived);  (ii) the existence with respect to any Plan of
an  "accumulated  funding  deficiency" (as defined in Section 412 of the Code or
Section  302 of ERISA),  whether or not  waived;  (iii) the filing  pursuant  to
Section 412(d) of the Code or Section  303(d) of ERISA of an  application  for a
waiver of the  minimum  funding  standard  with  respect  to any Plan;  (iv) the
incurrence by the Company or any of its ERISA  Affiliates of any liability under
Title IV of ERISA with respect to the  termination  of any Plan; (v) the receipt
by the Company or any ERISA Affiliate from the PBGC or a plan  administrator  of
any notice relating to an intention to terminate any Plan or Plans or to appoint
a trustee to administer  any Plan;  (vi) the incurrence by the Company or any of
its ERISA  Affiliates of any liability with respect to the withdrawal or partial
withdrawal  from any Plan or  Multiemployer  Plan;  or (vii) the  receipt by the
Company  or  any  ERISA  Affiliate  of  any  notice,   or  the  receipt  by  any
Multiemployer  Plan from the  Company  or any  ERISA  Affiliate  of any  notice,
concerning  the  imposition of Withdrawal  Liability or a  determination  that a
Multiemployer  Plan is, or is expected to be,  insolvent  or in  reorganization,
within the meaning of Title IV of ERISA.

                  (h) As used in this Agreement, "ERISA Plan" means any employee
pension benefit plan (other than a Multiemployer Plan) subject to the provisions
of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,  and in
respect of which the  Company or any ERISA  Affiliate  is (or, if such plan were
terminated,  would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

                  (i) As used in this  Agreement,  "Multiemployer  Plan" means a
multiemployer  plan as defined in  Section  4001(a)(3)  of ERISA as to which the
Company,  any Subsidiary or any ERISA

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Affiliate  is  obligated  to  make,  has  made,  or  will be  obligated  to make
contributions on behalf of participants who are or were employed by any of them.

                  (j) As  used in  this  Agreement,  "PBGC"  means  the  Pension
Benefit Guaranty  Corporation referred to and defined in ERISA and any successor
entity performing similar functions.

                  (k) As used in  this  Agreement,  "Plan"  means  any  employee
benefit plan, program,  arrangement,  practice or contract,  maintained by or on
behalf  of the  Company  or an  ERISA  Affiliate,  which  provides  benefits  or
compensation to or on behalf of employees or former employees, whether formal or
informal,  whether or not written,  including, but not limited to, the following
types of plans:

                        (i)  Executive   Arrangements.   Any  bonus,   incentive
compensation,  stock  option,  deferred  compensation,   commission,  severance,
"golden  parachute",  "rabbi  trust",  or  other  executive  compensation  plan,
program, contract arrangement or practice;

                        (ii) ERISA Plans. Any "employee benefit plan" as defined
in ERISA,  including,  but not  limited to, any defined  benefit  pension  plan,
profit sharing plan, money purchase pension plan,  savings or thrift plan, stock
bonus plan,  employee stock  ownership  plan,  Multiemployer  Plan, or any plan,
fund,  program,   arrangement  or  practice  providing  for  medical  (including
post-retirement medical),  hospitalization,  accident, sickness,  disability, or
life insurance benefits; and

                        (iii)  Other  Employee   Fringe   Benefits.   Any  stock
purchase, vacation, scholarship, day care, prepaid legal services, severance pay
or fringe benefit plan, program, arrangement, contract or practice.


                  (l) As used in this Agreement,  "Withdrawal  Liability"  means
liability  to  a  Multiemployer  Plan  as a  result  of a  complete  or  partial
withdrawal from such Multiemployer  Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

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            3.18  Subsidiaries.  Set forth in  Schedule  3.18 is a complete  and
correct  list of all of the  subsidiaries  of the  Company as of the date hereof
together with, for each such subsidiary, (i) the jurisdiction of organization of
such subsidiary,  (ii) each person or entity holding ownership interests in such
subsidiary  and (iii) the nature of the  ownership  interests  held by each such
person or entity and the percentage of ownership of such subsidiary  represented
by such ownership  interests.  Except as set forth in Schedule 3.18, each of the
Company  and its  subsidiaries  owns,  free  and  clear  of  liens,  charges  or
encumbrances of any kind or nature,  and has the unencumbered right to vote, all
outstanding  ownership interests in each person or entity shown to be held by it
in Schedule  3.18, and all of the issued and  outstanding  capital stock of each
such  person  organized  as a  corporation  is  validly  issued,  fully paid and
nonassessable  and there are no  outstanding  equity rights with respect to such
person or entity.

            3.19 No Burdensome Restrictions.  Neither the Company nor any of its
subsidiaries  is party to any  contract or  agreement  that would  result in any
burdensome  restrictions  that  might  reasonably  be  expected  have a Material
Adverse  Effect,  including,  but not  limited  to,  any  collective  bargaining
agreements.

ARTICLE 4   REPRESENTATIONS AND WARRANTIES OF BUYER

            4.1 Accredited Investor. Buyer hereby represents and warrants to the
Company as of the Closing Date the following:

                  (a) Buyer is  purchasing  for its own account,  and not with a
view to the resale or distribution of the Common Shares or any part thereof, and
Buyer is prepared to bear the economic  risk of retaining  the Common Shares for
an indefinite period, all without prejudice,  however,  to the right of Buyer at
any time  lawfully  to sell or  otherwise  to  dispose of all or any part of the
Common Shares, (b) Buyer is an "accredited  investor" (as defined in Rule 501 of
Regulation D promulgated  under the Securities Act), (c) Buyer is experienced in
evaluating and investing in securities,  and understands  that the Common Shares

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will be restricted securities,  and that a legend to that effect shall be placed
on the Common Shares,  and (d) the acquisition,  holding and any transfer of any
restricted  securities by Buyer shall be in compliance  with all laws applicable
to Buyer.

            4.2 Securities Act Compliance.  Buyer  understands  that the Company
has not  registered or qualified the Common Shares under the  Securities  Act or
any applicable  state  securities  laws, and Buyer agrees that the Common Shares
shall not be sold or offered for sale without  registration under the Securities
Act or the availability of an exemption therefrom.

            4.3 Transfers of Common Shares Pursuant to  Registration  Statements
and Rule 144,  Etc.  The  Common  Shares  may be  offered  or sold by the holder
thereof pursuant to (a) an effective registration statement under the Securities
Act,  (b) to the  extent  applicable,  Rule  144 or  (c)  any  other  applicable
exemption from the Securities Act.

            4.4 Notice of Certain Transfers.  If any holder of any Common Shares
desires to  transfer  such Common  Shares  other than  pursuant to an  effective
registration statement,  Rule 144 under the Securities Act or in accordance with
this Agreement, such holder shall deliver to the Company at least seven business
days prior written notice with respect to the proposed  transfer,  together with
an opinion (at such holder's expense) of counsel reasonably  satisfactory to the
Company,  to the effect that an exemption from registration under the Securities
Act is available and specifying the applicable exemption.

            4.5  Restrictive  Legend.  Unless and until  otherwise  permitted by
applicable law and this Agreement, each certificate for the Common Shares issued
under this  Agreement,  each  certificate  for any Common  Shares  issued to any
subsequent  transferee  of any such  certificate,  shall be stamped or otherwise
imprinted with a legend in substantially the following form:


            "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN

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<PAGE>

REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
SECURITIES LAWS, AND ACCORDINGLY,  SUCH SECURITIES MAY NOT BE TRANSFERRED,  SOLD
OR  OTHERWISE  DISPOSED  OF  EXCEPT  IN  COMPLIANCE  WITH  THE  REGISTRATION  OR
QUALIFICATION  PROVISIONS OF  APPLICABLE  FEDERAL AND STATE  SECURITIES  LAWS OR
APPLICABLE EXEMPTIONS THEREFROM."

            4.6  Removal of  Restrictive  Legend.  The  restrictions  imposed by
Paragraph  4.5 upon the  transferability  of the Common  Shares  shall cease and
terminate  as to any  particular  Common Share when such Common Share shall have
been  effectively  registered  under the  Securities  Act and sold by the holder
thereof in accordance with such  registration or sold under and pursuant to Rule
144 or is eligible to be sold  pursuant to Paragraph  (k) of Rule 144.  Whenever
the restrictions imposed by Paragraph 4.5 shall terminate as to any Common Share
as hereinabove  provided,  the holder thereof shall,  upon written  request,  be
entitled  to  receive  from the  Company,  without  expense,  a new  certificate
evidencing  such  Common  Share not  bearing the  restrictive  legend  otherwise
required to be borne by a certificate evidencing such Common Share.

ARTICLE 5   COVENANTS OF THE PARTIES

            5.1 Board  Seat.  At  Closing,  the  Company  will  cause one person
designated  by Buyer to be  appointed  to the Board of Directors of the Company.
Thereafter,  provided  that  Buyer  owns at least  1,000,000  of the  issued and
outstanding  shares of Common Stock,  Buyer shall  continue to have the right to
cause the Company to appoint  Buyer's  designee to the Board of Directors of the
Company.

            5.2         Standstill.

                  (a) For a period of three years from the  Closing,  Buyer will
not  acquire  any shares of Common  Stock  other than the Common  Shares and the
Warrant  Shares  without the prior written  consent

                                       15

<PAGE>

of the Board of Directors of the Company;  provided,  however, Buyer may acquire
at any time, in the open market or otherwise,  additional shares of Common Stock
up to a 19.99%  ownership  interest  in the Company  without  any prior  written
consent.

                  (b) For a period of three years from the  Closing,  Buyer will
not,  nor will it  permit  any of its  affiliates  (as such term is used in Rule
12b-2  promulgated  under the Exchange Act) to, (i) seek  representation  on the
Board of Directors of the Company in excess of one seat,  (ii)  participate in a
proxy contest,  (iii) join a group for purposes of Section 13(d) of the Exchange
Act, or (iv)  otherwise  attempt to control the Company  (other than through its
one seat on the Board of Directors of the Company).

                  (c) Upon the  occurrence of any of the following  "Significant
Events" the provisions of Paragraphs 5.2(a) and 5.2(b) shall terminate:  (i) the
acquisition by any person or group of beneficial  ownership of Voting Securities
representing 20% or more of the then  outstanding  Voting  Securities,  (ii) the
announcement  or  commencement  by any  person or group of a tender or  exchange
offer to acquire Voting  Securities  which, if successful,  would result in such
person or group owning,  when combined with any other Voting Securities owned by
such person or group,  20% or more of the then  outstanding  Voting  Securities,
(iii) the Company entering into, or otherwise  determines to seek to enter into,
any merger, sale or other business combination transaction pursuant to which the
outstanding  shares of Common Stock of the Company would be converted  into cash
or securities of another person or group, or 20% or more of the then outstanding
shares of Common Stock would be owned by persons other than the current  holders
of shares of Common Stock, or which would result in all or a substantial portion
of the Company's  assets being sold to any person or group,  or (iv) five of the
current  directors of the Board of  Directors  of the Company  shall cease to be
directors of the Company.  As used in this Agreement,  "Voting Securities" means
at any time shares of any class of capital  stock of the Company  which are then
entitled to vote  generally  in the  election of  directors;  provided  that for
purposes of this definition any securities which at such time are convertible or
exchangeable  into or exercisable  for shares of Common Stock shall be

                                       16

<PAGE>

deemed to have been so converted,  exchanged or exercised.  The restrictions set
forth in Paragraphs 5.2(a) and 5.2(b) shall terminate with respect to any Common
Shares sold or transferred by Buyer to an unaffiliated third party.

            5.3 Voting.  For a period of two years from the Closing,  Buyer will
vote all shares of Common Stock owned by Buyer for each person nominated to be a
director of the Company by the Board of Directors  of the  Company.  Such voting
obligation shall terminate in the event of a Significant Event. Buyer shall have
no other  restrictions on voting.  The  restrictions set forth in this Paragraph
5.3 shall  terminate  with respect to any Common Shares sold or  transferred  by
Buyer to an unaffiliated third party.

            5.4 Drag Along.  For a period of two years from the Closing,  in the
event that the Company and an  independent  third party enter into a  definitive
agreement  whereby such third party agrees to commence an all cash public tender
offer to all  shareholders  of the Company (on terms that the Board of Directors
of the Company  approves and recommends to the  shareholders of the Company) for
all the  shares  of the  Company  at a  minimum  price of $17 per  share  with a
provision  that the  consummation  of the  tender  offer is subject to the third
party  acquiring at least 50% plus  Buyer's  percentage  share  ownership of the
Voting  Securities  of the  Company,  the Buyer will tender all shares of Common
Stock  owned by Buyer to such third  party on the same terms and  conditions  as
offered  to all  other  shareholders  of the  Company;  provided  that the other
directors of the Company agree to tender all Voting  Securities owned by them to
such third party upon the same terms and conditions;  and provided, further that
Buyer may  withdraw  its tender in the event that the Board of  Directors of the
Company  discontinues its recommendation of the tender offer to the shareholders
of the Company.  For purposes of this provision an independent third party shall
not include the Company or any of its affiliates or any existing  shareholder or
group of  shareholders  that currently hold in the aggregate  greater than 5% of
the  Voting  Securities  of the  Company.  The  restrictions  set  forth in this
Paragraph  5.4  shall  terminate  with  respect  to any  Common  Shares  sold or
transferred by Buyer to an unaffiliated third party.

                                       17

<PAGE>

ARTICLE 6   REGISTRATION UNDER THE SECURITIES ACT OF 1933

            6.1 Incidental  (Piggyback)  Registration.  Whenever the Company, at
any time or from time to time,  proposes  to file a  registration  statement  to
register  any of  its  securities,  whether  for  sale  by  the  Company  or its
stockholders,  under the  Securities  Act on any form (other than a registration
statement on Form S-4 for  securities to be offered in a transaction of the type
referred to in Rule 145 under the  Securities  Act or on Form S-8 for securities
offered to employees of the Company  pursuant to any employee benefit plan), and
the registration form to be used may be used for the registration of the sale of
restricted  securities,  the Company will give prompt written  notice,  not less
than 10 days  nor more  than 90 days  prior to the  filing  of the  registration
statement, to each registered holder of the Common Shares (each, a "Holder") and
will include in such registration statement such number of Common Shares held by
each Holder which the Holder  requests to be included in such  registration  for
sale by such  Holder;  provided,  however,  that (a) the  Company  shall  not be
required  to include  any Common  Shares in any  registration  pursuant  to this
Paragraph  6.1 unless the Holder or Holders of at least a majority of the Common
Shares and  restricted  securities,  taken  together,  shall have  requested  to
include  shares in such  registration  as herein  provided,  and (b) the Company
shall not be  required  to include a Holder's  Common  Shares in a  registration
statement  pursuant to this  Paragraph  6.1 if all of such Common  Shares may be
sold or  transferred  pursuant to Rule 144 of the Act. Any Holder's  request for
inclusion of Common  Shares in a proposed  registration  shall be made within 10
days of receipt of written  notice from the Company.  The Company  shall use its
best efforts to cause any  registration  statement  under this  Paragraph 6.1 to
promptly become  effective and to remain  effective for at least nine months or,
if sooner,  until all Common Shares included in such registration have been sold
by the Holder(s)  thereof.  In the event that the proposed  registration  by the
Company is, in whole or in part, an  underwritten  public offering of securities
of the Company,  the Company  shall not be required to include any Common Shares
in such  underwriting  unless the  Holders of the Common  Shares to be

                                       18

<PAGE>

included  agree to accept the offering on the same terms and  conditions  as the
shares of Common Stock, if any, otherwise being sold through  underwriters under
such  registration;   and  further  provided,  however,  that  if  the  managing
underwriter advises the Company that the inclusion of all Common Shares proposed
to be included by the Holders in the underwritten public offering (the "Proposed
Shares"), together with the other shares of Common Stock proposed to be included
therein by persons other than the Company (the "Other  Shares"),  would,  in the
managing underwriter's reasonable judgment, materially jeopardize the success of
the  Company's  offering,  then the Company  shall be required to include in the
offering (in  addition to the number of shares to be sold by the  Company)  only
that aggregate number (the "Allowed Number") of Proposed Shares and Other Shares
that the managing underwriter reasonably believes will not materially jeopardize
the success of the  Company's  offering,  and the number of Proposed  Shares and
Other  Shares to be  included  in such  underwritten  public  offering  shall be
reduced pro rata to the extent required such that the sum of the Proposed Shares
to be  included  in the  offering  and the Other  Shares to be  included  in the
offering equals the Allowed Number.

            6.2  Registration  Procedures.  The  following  provisions  will  be
applicable to any registration  statement  relating to Common Shares pursuant to
this Article 6:

                  (a) Each Holder whose Common  Shares are to be included in the
registration  statement  (each,  a "Seller")  will furnish the Company with such
appropriate  information  relating  to  the  Seller  as the  Company  reasonably
requests in writing. Following the effective date of the registration statement,
the Company will upon the request of any Seller  promptly  supply such number of
prospectuses meeting the requirements of the Securities Act as may be reasonably
requested  by the Seller to permit the Seller to make a public  offering  of all
Common Shares of the Seller included in the registration statement.  The Company
will use its best  efforts to qualify the Common  Shares for

                                       19

<PAGE>

sale in such states as the Sellers may reasonably designate; provided that in no
event  will the  Company  be  required  to file a general  consent to service of
process.

                  (b) The Company will  indemnify and hold harmless each Seller,
and each  underwriter  within the meaning of the Securities Act, if any, who may
purchase  Common  Shares  from or sell  Common  Shares for any  Seller,  and the
directors,   officers,   employees  and  agents  of  the  Seller  and  any  such
underwriter,  and  each  person,  if  any,  who  controls  any  such  Seller  or
underwriter  within  the  meaning  of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages,  liabilities
and  expenses,  including,  without  limitation,  attorneys'  fees and  expenses
(collectively,  "Damages")  arising out of or based upon any untrue statement or
alleged  untrue  statement  of a material  fact  contained  in any  registration
statement or any related prospectus or preliminary  prospectus,  or any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar as such  Damages  arise out of or are based upon an untrue  statement or
alleged untrue  statement or omission or alleged omission based upon information
furnished  in writing to the  Company by the Seller or the  underwriter,  as the
case may be, expressly for use in the registration statement; provided, however,
that the Company will not be required to indemnify any Seller or  underwriter or
controlling person with regard to a registration  statement unless the Seller or
underwriter, as the case may be, agrees to indemnify the Company, its directors,
each officer  signing the  registration  statement and each person,  if any, who
controls the Company  within the meaning of the  Securities Act from and against
any and all Damages caused by any untrue  statement or alleged untrue  statement
of a  material  fact  contained  in a  registration  statement  or  any  related
prospectus or preliminary  prospectus pertaining to the Common Shares, or caused
by any omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the

                                       20

<PAGE>

statements therein not misleading, but only to the extent such Damages arise out
of an untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission based upon information  relating to such Seller or underwriter,  as the
case  may  be,  and  furnished  in  writing  to the  Company  by the  Seller  or
underwriter  expressly  for use in the  registration  statement  or any  related
prospectus or preliminary prospectus.

            6.3 Expenses.  All costs and expenses  incident to the registrations
and  qualifications  required by this  Article 6 shall be borne by the  Company,
except that (i) any underwriting discounts attributable to Common Shares sold by
the Sellers  shall be borne by the Sellers of such Common  Shares,  and (ii) the
Holders shall bear the costs and expenses of their counsel.

ARTICLE 7   GENERAL PROVISIONS

            7.1  Indemnification.  The parties to this Agreement will indemnify,
defend,  and hold harmless the other party against and in respect of any and all
claims,  demands,  actions,  costs,  damages,  losses,  expenses,   obligations,
liabilities,  and causes of  actions,  including  costs of court and  reasonable
attorneys'  fees,  that the other party incurs or suffers,  which arise,  result
from, related to any breach of any of such party's representations,  warranties,
covenants, or agreements under this Agreement.

            7.2 Amendment and Waiver. No amendment or waiver of any provision of
this  Agreement  shall in any event be  effective  unless  the same  shall be in
writing and signed by the parties  hereto,  and then such  amendment,  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

            7.3  Applicable  Law.  This  Agreement  will  be  governed  by,  and
construed in accordance  with,  the laws of the State of Delaware  applicable to
contracts executed in and to be performed entirely within Delaware.

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<PAGE>

            7.4 Counterparts.  This Agreement may be executed  simultaneously in
one or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.

            7.5 Parties in Interest.  This Agreement shall bind and inure to the
benefit of the parties named herein and their respective  heirs,  successors and
assigns.

            7.6  Expenses.  Each  party  hereto  will  pay its own  expenses  in
connection with the transactions contemplated hereby.

            7.7 Entire  Transaction.  This  Agreement  and any other  agreements
delivered pursuant hereto or thereto constitute the entire  understanding  among
the parties with respect to the  transaction  contemplated  hereby and supersede
all other  agreements  and  understandings  among the parties,  both written and
oral.

              7.8 Headings.  The Paragraph and other headings  contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

            7.9  Severability.  If any provision of this Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights  or  obligations  of  the  parties  under  this  Agreement  would  not be
materially  and  adversely  affected  thereby,  such  provision  shall  be fully
separable,  and  this  Agreement  shall be  construed  and  enforced  as if such
illegal,  invalid or unenforceable  provision had never comprised a part hereof,
the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal,  invalid or unenforceable provision or
by  its  severance  herefrom,   and,  in  lieu  of  such  illegal,   invalid  or
unenforceable  provision,  there shall be added  automatically as a part of this
Agreement a legal,  valid and enforceable  provision as similar in terms to such
illegal,  invalid or unenforceable provision as may be possible, and the parties
hereto  request  the

                                       22

<PAGE>

court to whom  disputes  relating to this  Agreement are submitted to reform the
otherwise  illegal,  invalid or unenforceable  provision in accordance with this
Paragraph 7.9.

            7.10  Waiver.  No  waiver  by any  party of the  performance  of any
provision, condition or requirement herein shall be deemed to be a waiver of, or
in any manner release the other party from,  performance of any other provision,
condition or requirement  herein, nor deemed to be a waiver of, or in any manner
release  the  other  party  from,  future  performance  of the  same  provision,
condition  or  requirement;  nor  shall any  delay or  omission  by any party to
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.

            7.11  No  Third-Party  Beneficiaries.   Nothing  contained  in  this
Agreement shall be construed to give any person other than Buyer,  any successor
to Buyer, and the Company any legal or equitable right, remedy or claim under or
with respect to this Agreement.

            7.12   Notices.   All   notices,   requests,   demands   and   other
communications  hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid, overnight courier or by facsimile as follows:


If to Company, to:

            NUCO2 Inc.
            2800 Southeast Market Place
            Stuart, Florida 34997
            Attention:  President
            Facsimile Number:  561-221-1690


with a copy to:

            NUCO2 Inc.
            2800 Southeast Market Place
            Stuart, Florida 34997
            Attention:  General Counsel
            Facsimile Number:  561-221-1690

                                       23

<PAGE>

If to Buyer, to:

            The BOC Group, Inc.
            575 Mountain Avenue
            Murray Hill, New Jersey 07974
            Attention:  General Counsel
            Facsimile Number:  908-771-4803


with a copy to:

            The BOC Group, Inc.
            575 Mountain Avenue
            Murray Hill, New Jersey 07974
            Attention:  Vice President
            Facsimile Number:  908-464-2234


Any party may change its address for receiving notice by written notice given to
the others named above.

            7.13 Press Releases. No party will issue any press release regarding
the transaction contemplated by this Agreement without the prior written consent
of the other party, which consent will not be unreasonably withheld or delayed.

            7.14 Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES,  TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING
TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER BASED ON
CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES  THAT NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO  ENFORCE  THE  FOREGOING  WAIVER AND (B)  ACKNOWLEDGES  THAT IT AND THE OTHER
PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT  BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.

                                       24

<PAGE>

[Signature Page Follows]



                                       25
<PAGE>


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


THE BOC GROUP, INC.                            NUCO2 INC.

By: /s/ John Walsh                             By: /s/ Michael  E. DeDomenico

Name: John Walsh                               Name: Michael E. DeDomenico

Title: President BOC Process Gas Solutions     Title: President and CEO



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