Exhibit 10.2
                                                                  EXECUTION COPY
                                 AMENDMENT NO. 6

         AMENDMENT  NO.  6 dated as of  December  5,  2000 to the Note  Purchase
Agreement referred to below, between:

         NUCO2 INC., a corporation duly organized and validly existing under the
     laws of the State of Florida (the "Company");

         each of the  Subsidiaries  of the Company  appearing  under the caption
     "SUBSIDIARY  GUARANTORS" on the signature  pages hereto (each a "Subsidiary
     Guarantor" and, collectively,  the "Subsidiary  Guarantors";  and, together
     with the Company, the "Obligors"); and

         each of the Investors  appearing  under the caption  "INVESTORS" on the
     signature  pages  hereto  (each,  an  "Investor",  and  collectively,   the
     "Investors").

         WHEREAS,  the  Obligors  and  the  Investors  are  party  to  a  Senior
Subordinated Note Purchase Agreement dated as of October 31, 1997 (as heretofore
modified and supplemented  and in effect on the date hereof,  the "Note Purchase
Agreement"),  pursuant to which the Company has issued to the  Investors its 12%
Senior  Subordinated  Notes in an  aggregate  principal  amount  of  $40,000,000
outstanding on the date hereof; and

         WHEREAS,  the parties to the Note Purchase  Agreement wish to amend the
Note Purchase Agreement to make certain modifications thereto;

         Accordingly, the parties hereto hereby agree as follows:

         Section 1.  Definitions.  Except as otherwise defined in this Amendment
No. 6, terms defined in the Note  Purchase  Agreement are used herein as defined
therein.

         Section  2.  Amendments  to Note  Purchase  Agreement.  Subject  to the
satisfaction  of the  conditions  precedent  specified  in Section 4 below,  but
effective as of the date hereof, the Note Purchase Agreement shall be amended as
follows:

         A. References in the Note Purchase  Agreement to "this  Agreement" (and
indirect references such as "hereunder",  "hereby", "herein" and "hereof") shall
be deemed to be references to the Note Purchase Agreement as amended hereby.

         B.  Section  1.01 of the Note  Purchase  Agreement  shall be amended by
adding the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate  alphabetical  locations
and amending the following  definitions (to the extent already  included in said
Section 1.01):

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         "Consolidated  Net Worth" means, as of the date of  determination,  the
     sum of, without duplication,  (a) total shareholders' equity of the Company
     and its Subsidiaries on a consolidated basis, determined in accordance with
     GAAP,  (b) the 8%  Convertible  Preferred  Stock and (c) the New  Preferred
     Stock.

         "New Common  Stock" means  additional  issuances of common  stock,  par
     value $0.001 per share, of the Company of up to $10,000,000.

         "New Preferred Stock" means additional issuances of preferred stock, no
     par value, of the Company of up to $10,000,000.

         C.  The  definition  of  "Indebtedness"  in  Section  1.01 of the  Note
Purchase  Agreement  shall be amended by replacing the last sentence  thereof in
its entirety to read as follows: "Notwithstanding the foregoing,  "Indebtedness"
shall exclude the 8% Convertible Preferred Stock and the New Preferred Stock."

         D. Section 8.05 of the Note Purchase  Agreement shall be amended in its
entirety to read as follows:

         "SECTION 8.05 Restricted  Payments.  The Company will not, and will not
     permit any of its  Subsidiaries  to,  declare  or make,  or agree to pay or
     make,  directly  or  indirectly,  any  Restricted  Payment,  except (a) the
     Company may declare and pay  dividends  with  respect to its capital  stock
     payable  solely in additional  shares of its common stock,  (b) the Company
     may make  Restricted  Payments  pursuant  to and in  accordance  with stock
     option  plans or other  benefit  plans for  management  or employees of the
     Company and its  Subsidiaries,  (c) the Company  may  repurchase  or redeem
     shares of any class of capital stock of the Company issued  pursuant to and
     in accordance with stock option plans or other benefit plans for management
     or  employees  or under other  option  plans of the  Company not  exceeding
     $1,000,000 in the aggregate,  (d) the Company may declare and pay dividends
     with respect to its capital stock in an aggregate  amount not exceeding the
     net proceeds of any equity  issuance by the Company  after the Closing Date
     (other than the 8% Convertible Preferred Stock and the New Preferred Stock)
     (minus the  aggregate  amount of any  Investments  made from such  proceeds
     under  Section  8.04(a)(viii))  and (e) the Company may accrue and cumulate
     (but not pay, except as permitted under clause (d) above) cash dividends on
     the 8% Convertible Preferred Stock and the New Preferred Stock."

         E. Section  8.09(c) of the Note Purchase  Agreement shall be amended in
its entirety to read as follows:

         "(c)  Minimum  Net  Worth.  The  Company  shall at all  times  maintain
     Consolidated  Net  Worth of not less than the sum of (a)  $37,500,000,  (b)
     plus 50% of the cumulative  Consolidated Net Income for each fiscal quarter
     ending on or after  December 31, 1997 (but  specifically  not including any
     Consolidated  Net Loss for any such fiscal quarter) plus (c) the cumulative
     net  proceeds  of  all  equity  offerings  (if  any)  (other  than





<PAGE>

     the 8% Convertible  Preferred Stock and $10,000,000 in the aggregate of New
     Common Stock and New  Preferred  Stock) made by the Company for each fiscal
     quarter ending on or after September 30, 1997."

         Section 3.  Representations and Warranties.  The Company represents and
warrants to the Investors that: (a) the representations and warranties set forth
in Article VI of the Note Purchase  Agreement  (as amended  hereby) are true and
complete  on the date  hereof as if made on and as of the date  hereof and as if
each  reference  in said  Article  VI to "this  Agreement"  (or words of similar
import) referred to the Note Purchase Agreement as amended by this Amendment No.
6 (except that (i) certain of the  indebtedness  listed in Schedule  6.12 to the
Note  Purchase  Agreement  has been paid off by the Company,  (ii) the number of
validly  issued and  outstanding  shares of common  stock,  par value $0.001 per
share,  referred to in Section 6.13 of the Note Purchase  Agreement is 7,275,015
and (iii) the number of outstanding  options  granted under the Company's  stock
option plans has changed); and (b) no Default has occurred and is continuing.

         Section 4. Conditions  Precedent.  As provided in Section 2 above,  the
amendments  to the Note  Purchase  Agreement  set forth in said  Section 2 shall
become effective,  as of the date hereof, upon the satisfaction of the following
conditions:

                  (a) Amendment No. 6. The execution and delivery of one or more
         counterparts  of this  Amendment No. 6 by the Obligors and the Required
         Investors,  and receipt by the  Investors of evidence  that the lenders
         party to the Senior Credit Agreement shall have approved this Amendment
         No. 6.

                  (b) Other  Documents.  Receipt by the  Investors of such other
         documents as any Investor may reasonably request.

         Section 5. Miscellaneous.  Except as herein provided, the Note Purchase
Agreement  shall remain  unchanged and in full force and effect.  This Amendment
No. 6 may be executed in any number of counterparts, all of which taken together
shall  constitute one and the same amendatory  instrument and any of the parties
hereto may execute this  Amendment No. 6 by signing any such  counterpart.  This
Amendment No. 6 shall be governed by, and construed in accordance  with, the law
of the State of New York.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to be duly executed and delivered as of the day and year first above written.

                                       NUCO2 INC.


                                       By: /s/ Eric M. Wechsler
                                           ------------------------
                                        Title: General Counsel, Secretary


                                       SUBSIDIARY GUARANTORS

                                       NUCO2 ACQUISITION CORP.


                                       By: /s/ Eric M. Wechsler
                                           ------------------------
                                        Title: General Counsel, Secretary


                                       KOCH COMPRESSED GASES, INC.


                                       By: /s/ Eric M. Wechsler
                                           ------------------------
                                        Title: General Counsel, Secretary


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                                       INVESTORS


                                       CHASE CAPITAL INVESTMENTS, L.P.

                                       By Chase Capital Partners,
                                        its Investment Manager


                                       By: /s/ Richard D. Waters
                                           -------------------------
                                        Title: General Partner - Mezzanine


                                       DK ACQUISITION PARTNERS, L.P.

                                       By M.H. Davidson & Co.,
                                        its general partner


                                       By: Michael Leffell
                                           -------------------
                                        Title: Partner


                                       EMPIRE INSURANCE COMPANY,
                                       as executed on their behalf by
                                       their Investment Manager,
                                       Cohanzick Management, L.L.C.


                                       By_________________________
                                        Title:


                                       ORIX USA CORPORATION


                                       By_________________________
                                        Title:



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                                     PAINEWEBBER HIGH INCOME FUND,
                                     a series of PaineWebber Managed Investments
                                     Trust


                                     By_________________________
                                      Title:


                                     SUNTRUST BANKS, INC.


                                     By: Robert Dudiak
                                         -----------------
                                     Title: Group Vice President