EMPLOYMENT AGREEMENT

                  AGREEMENT  entered  into  effective  as of  the  16th  day  of
October,  1996,  by and between  NUCO2 INC.,  a Florida  corporation  having its
principal office at 2800 S.E. Market Place,  Stuart,  Florida 34995 (hereinafter
referred to as the "Corporation"), and JOANN SABATINO, residing at 64 Round Tree
Drive, Melville, New York 11747 (hereinafter referred to as the "Employee").

                              W I T N E S S E T H:

                  WHEREAS,  the  Corporation  desires to employ the Employee and
the  Employee  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:

                  1.       (a)      The Corporation  hereby employs the Employee
and the  Employee  agrees to work for the  Corporation  as its  Chief  Financial
Officer.  The Employee shall serve as and perform the duties of Chief  Financial
Officer of the Corporation during the term of this Agreement.

                           (b)      The Employee shall serve as a member or ex-
officio member of such of the Corporation's committees as the Board of Directors
of the Corporation shall designate.

                           (c)      The  Employee  agrees  to  devote  her  full
business time during regular  business hours to working for the  Corporation and
performing the aforesaid duties and such other duties as shall from time to time
be assigned to her by the Board of Directors of



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the Corporation consistent with her position as Chief Financial Officer.  During
the term of her employment hereunder, the Employee 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 (i)
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 and (ii) until  January 31, 1997,  the  Employee  may provide  consulting
services to Cooper,  Selvin & Strassberg  LLP.  For  purposes of this  Paragraph
l(c), a "passive  investment"  shall be deemed to mean  investment in a business
which does not  require or result in the  participation  of the  Employee in the
management or operations of such business except during times other than regular
business hours and which does not interfere with her duties and responsibilities
to the  Corporation.  Nothing  contained  herein  shall  limit  the right of the
Employee to make  speeches,  write  articles or participate in public debate and
discussions  in and by means of any medium of  communication  provided that such
activities are not inconsistent with the Employee's obligations hereunder.

                           (d)      Consistent  with  the  Employee's  aforesaid
duties the Employee  shall,  at all times during the term hereof,  be subject to
the supervision and direction of the Board of Directors of the

                                       -2-

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Corporation with respect to her duties, responsibilities and the exercise of her
powers.

                           (e)      The services of the Employee hereunder shall
be  rendered  primarily  in  Stuart,  Florida  at  the  Corporation's  principal
executive offices;  provided,  however,  that the Employee shall make such trips
outside of Stuart,  Florida as shall be reasonably  necessary in connection with
the Employee's duties hereunder.

                  2.       The Corporation  shall pay to the Employee during the
term of her employment by the  Corporation  and the Employee shall accept as her
entire compensation for her services hereunder:

                           (a)      A base salary ("Base Salary") at the rate of
$150,000 per annum or such  greater rate as may from time to time be  authorized
by the Board of Directors of the  Corporation,  payable in  accordance  with the
Corporation's regular payment schedule for its employees.

                           (b)      Bonuses  in   amounts   from  time  to  time
determined by the Board of Directors of the Corporation in its sole and absolute
discretion.

                           (c)      The Corporation  shall grant to the Employee
incentive  and  non-qualified  stock  options  (the  "Options")  pursuant to the
Corporation's  1995 Stock  Option Plan to  purchase  up to One Hundred  Thousand
(100,000)  shares of the  Corporation's  common  stock,  $.001 par  value,  such
Options to be evidenced by agreements attached hereto as EXHIBITS A AND B.

                                       -3-

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

                           (e)      The  Corporation  will  provide the Employee
with medical insurance coverage under the Corporation's  group medical insurance
policy and the Employee  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.

                           (f)      The  Employee  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.

                  3. The term of the Employee's  employment  hereunder  shall be
deemed to commence  effective as of October 16, 1996 and shall continue,  except
as otherwise provided herein, through October 15, 1999.

                  4.       (a)      Except as  otherwise  provided  herein,  the
term of the employment of the Employee shall terminate:

                           (i)      automatically   upon   the   death   of  the
Employee;

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

                                       -4-

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                           (iii)    at the  option of the  Corporation,  upon 30
days' prior written notice thereof to the Employee specifying the basis thereof,
in the event of a material  breach by the Employee of any of the  provisions  of
this Agreement  which is not cured by the Employee within thirty (30) days after
the  Employee is provided  with such  written  notice,  or in the event that the
Employee  shall,  during  the term of this  Agreement,  engage  in any  criminal
conduct  constituting  a felony and  criminal  charges are  brought  against the
Employee by a governmental  authority or, in the  determination  of the Board of
Directors  of the  Corporation,  be  guilty  of  willful  malfeasance  or  gross
negligence  which   materially  and  adversely   affects  the  business  of  the
Corporation ("Cause").

                           (b)      For purposes of this Agreement, the Employee
shall be deemed permanently  incapacitated in the event that the Employee shall,
by reason of her physical or mental  disability,  fail to substantially  perform
her usual and regular  duties for the  Corporation  for a consecutive  period of
twelve (12) months or for twelve (12) months in the  aggregate  in any  eighteen
(18) month  period;  provided,  however,  that the Employee  shall not be deemed
permanently  incapacitated  unless  and  until a  physician,  duly  licensed  to
practice medicine and reasonably acceptable to the Corporation and the Employee,
shall certify in writing to the  Corporation  that the nature of the  Employee's
disability  is such that it will  continue as a  substantial  impediment  to the
Employee's ability to substantially perform her duties hereunder.

                                       -5-

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                  5.       Notwithstanding  anything to the  contrary  contained
herein:

                           (a)      In the  event  that the  Employee  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 Employee (or to the Employee's estate if no such beneficiaries
shall have been  designated),  a sum equal to one hundred  percent (100%) of the
compensation  payable  to the  Employee  during the  twelve  (12)  month  period
immediately  preceding the Employee's  death, such sum may be paid at the option
of the  Corporation  in  thirty-six  (36) equal  monthly  installments,  without
interest,  commencing  one month  following  such death.  To the extent that the
Corporation  receives  the  proceeds  on any life  insurance  on the life of the
Employee  (as  provided in Paragraph  5(e)) such  proceeds  shall be paid to the
beneficiaries  theretofore  designated  in  writing  by  the  Employee  (or  the
Employee's estate if no such  beneficiaries  shall have been designated) to fund
the obligations  under this Section 5(a) and shall reduce such  obligations on a
dollar for dollar  basis.  The  balance,  if any,  due the  Employee  under this
Section  5(a)  shall   thereafter   be  paid  in  eighteen  (18)  equal  monthly
installments,  without  interest,  commencing one month following the receipt of
such insurance proceeds by the Corporation.

                           (b)      In the event that the Employee  shall become
permanently  incapacitated,  then for the period prior to any termination of her
employment in accordance with Paragraph 4(a)(ii)

                                       -6-

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above,  as a result of the  Employee  becoming  permanently  incapacitated,  the
Employee  shall  continue to receive one hundred  percent  (100%) of her regular
annual  compensation  provided for herein which is  attributable to such period.
Such payments shall be in addition to all income  disability  benefits,  if any,
which the  Employee  may  receive  from  policies  provided  by or  through  the
Corporation, including state-required short term disability.

                           (c)      In the  event  that  the  employment  of the
Employee  shall be  terminated  by reason of the Employee  becoming  permanently
incapacitated,  then, as additional  consideration  for her past services to the
Corporation,  she shall receive one hundred  percent  (100%) of her then current
annual base salary,  in equal  monthly  installments,  without  interest,  for a
period of twelve (12) months from the date of such termination.

                           (d)      In  the  event  of  a  termination   of  the
Employee's  employment  for Cause,  the  Employee  shall not be  entitled to any
payments other than such  compensation as shall have been earned by her prior to
the  occurrence of the event giving rise to the  termination  and not paid as of
the date of such termination.

                           (e)      In the  event  that  the  Corporation  shall
desire to fund the death  benefits  payable  under  Paragraph  5(a) above with a
policy or policies of insurance  on the life of the  Employee or the  disability
benefits payable under Paragraphs 5(b) and 5(c) above with a disability  policy,
the Employee shall  cooperate  with the  Corporation in obtaining such insurance
policy(ies) and shall

                                       -7-

<PAGE>

submit  to such  medical  examinations  and  execute  such  documents  as may be
required in connection with the obtaining of such insurance.

                  6. The Employee  acknowledges  that, because of her duties and
her position of trust under this Agreement,  she 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. Except in connection with the performance of
her duties for the Corporation, the Employee agrees that she will not, during or
at any time after the term of this  Agreement,  either  directly or  indirectly,
disclose  to any  person,  firm or  corporation  such  trade  secrets  or  other
confidential  information,  including,  but not limited to, any facts concerning
the systems, methods,  procedures or plans developed or used by the Corporation.
The  Employee  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. Upon termination of her employment by the Corporation or
at any time that the Corporation may so request,  the Employee will surrender to
the Corporation all non-public papers,  notes,  reports and other documents (and
all copies thereof)  relating to the business of the  Corporation  which she may
then possess or have under her control.

                                       -8-

<PAGE>

                  7. For a period of one (1) year  following  the  expiration or
earlier termination of this Agreement, the Employee shall not, without the prior
written consent of the Corporation, directly or indirectly:

                           (a)      solicit any business 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 who, or entity which,
has  taken  affirmative  action  which  would  permit  such  entity or person to
actually engage in direct  competition  with the Corporation  during a period of
one (1) year following the expiration or earlier termination of this Agreement.

                  8. The  provisions of Paragraphs 6 and 7 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 6 or 7 of this Agreement
by the Employee 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  Employee  commits or threatens to commit any such breach,
the  Corporation  will have (a) the right and remedy to have the  provisions  of
Paragraphs 6 and 7 of this Agreement  specifically  enforced by any court having
equity jurisdiction, it

                                       -9-

<PAGE>

being agreed that in any proceeding for an injunction, and upon any motion for a
temporary or permanent  injunction,  the Employee'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  Employee 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 her as a result of any transactions constituting a breach
of any of the  provisions  of  Paragraphs  6 and 7 of  this  Agreement,  and the
Employee  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.

                  9.       (a)      For  purposes  of  this   Paragraph  9,  the
following definitions shall have the following meanings:

                  "Change in Control" shall mean:

                           (i)      on or after  the date of  execution  of this
Agreement,  any person (which, for all purposes hereof,  shall include,  without
limitation,  an individual,  sole  proprietorship,  partnership,  unincorporated
association,  unincorporated syndicate, unincorporated organization, trust, body
corporate and a trustee, executor,  administrator or other legal representative)
(a "Person") or any group of two or more Persons acting in concert becoming the

                                      -10-

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beneficial  owner,  directly or  indirectly,  of securities  of the  Corporation
representing,  or  acquiring  the right to control or  direct,  or to  acquiring
through the conversion of securities or the exercise of warrants or other rights
to  acquire  securities,  25%  or  more  of the  combined  voting  power  of the
Corporation's then outstanding securities.  Voting power means the right to vote
for the election of directors.  Any determination of percentage  combined voting
power shall be made on the basis that (x) all securities  beneficially  owned by
the  Person or group or over which  control or  direction  is  exercised  by the
Person or group which are  convertible  into  securities  carrying voting rights
have been converted (whether or not then convertible) and all options,  warrants
or other rights which may be exercised to acquire securities  beneficially owned
by the Person or group or over which  control of  direction  is exercised by the
Person or group have been exercised (whether or not then  exercisable),  and (y)
no such  convertible  securities  have been converted by any other Person and no
such option,  warrants or other rights have been  exercised by any other Person;
or

                           (ii)     at  any  time  subsequent  to  the  date  of
execution of this Agreement  there shall be elected or appointed to the Board of
Directors of the  Corporation  any director or directors  whose  appointment  or
election  by  the  Board  of  Directors  or  nomination   for  election  by  the
Corporation's  shareholders was not approved by a vote of at least a majority of
the  directors  then still in office who were  either  directors  on the date of
execution of this

                                      -11-

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Agreement  or whose  election or  appointment  or  nomination  for  election was
previously so approved; or

                           (iii)    a  reorganization,   merger,  consolidation,
combination,  corporate  restructuring or similar  transaction (an "Event"),  in
each  case,  in  respect  of which  the  beneficial  owners  of the  outstanding
Corporation voting securities  immediately prior to such Event do not, following
such  Event,  beneficially  own,  directly or  indirectly,  more than 51% of the
combined voting power of the then outstanding voting securities entitled to vote
generally  in the election of directors  of the  Corporation  and any  resulting
Parent in substantially  the same  proportions as their  ownership,  immediately
prior to such Event, of the outstanding Corporation voting securities; or

                           (iv)     an Event  involving  the Company as a result
of which 25% or more of the members of the board of  directors  of the Parent or
the  Company  are not  persons  who  were  members  of the  Board  of  Directors
immediately prior to the earlier of (x) the Event, (y) execution of an agreement
the  consummation of which would result in the Event, or (z) announcement by the
Corporation of an intention to effect the Event; or

                           (v)      Edward  Sellian  shall  no  longer  serve as
Chairman of the Board of the Corporation or shall no longer be actively involved
in the business of the Corporation; or

                           (vi)     the Board of  Directors  adopts a resolution
to the effect  that,  for  purposes of this  Agreement,  a Change in Control has
occurred.

                                      -12-

<PAGE>

                           "Code" shall mean the Internal  Revenue Code of 1986,
as amended.

                           "Change in Control Date" shall be any date during the
term of this  Agreement  on which a Change in Control  occurs.  Anything in this
Agreement to the  contrary  notwithstanding,  if the  Employee's  employment  is
terminated  within  six  months  prior to the date on which a Change in  Control
occurs,  and it is reasonably  demonstrated that such termination (i) was at the
request of a third party who has taken steps  reasonably  calculated or intended
to effect a Change in  Control or (ii)  otherwise  arose in  connection  with or
anticipation of a Change in Control, then for all purposes of this Agreement the
"Change in Control  Date" shall mean the date  immediately  prior to the date of
such termination.

                           "Parent"   means  any  entity   which   directly   or
indirectly  through one or more other entities owns or controls more than 50% of
the voting stock or common stock of the Corporation.

                           "Protection Period" means the period beginning on the
Change in Control Date and ending  twenty-four  months  following  the Change in
Control Date.

                  (b)      The Employee may  terminate  this  Agreement  after a
Change of Control Date and during any Protection Period.

                  (c)      If,  during  a  Protection   Period,  the  Employee's
employment  shall be  terminated  by the  Corporation  other  than for  Cause or
permanent disability or other than as a result of the Employee's death or if the
Employee  shall  terminate  her  employment  pursuant  to  Paragraph  9(b),  the
Corporation shall pay to the

                                      -13-

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Employee in a lump sum in cash within 10 days after the date of termination  the
aggregate of the following amounts and shall provide the following benefits:

                   (i) The  Employee's  full base salary and  vacation  pay (for
vacation not taken)  accrued but unpaid  through the date of  termination at the
rate in effect at the time of the termination;

             (ii) A lump sum severance payment in an amount equal to 300% of the
Employee's  "Annual  Compensation."  For  purposes  of this  Agreement,  "Annual
Compensation" shall be an amount equal to the aggregate of the Employee's annual
cash  compensation  (other  than  bonus)  from  the  Corporation,  whether  paid
currently or deferred in effect  immediately prior to the date of termination or
Change in Control  (whichever  is greater) plus the highest bonus payable to the
Employee  (whether  paid  currently or deferred by the  Employee) for any of the
Corporation's  three fiscal years preceding the date of termination or Change in
Control (whichever is greater).

                  (iii)  Within  30  days  of  the  date  of  termination,  upon
surrender by the Employee of her  outstanding  options to purchase common shares
of the Corporation  ("Common  Shares")  granted to the Employee  pursuant to the
1995 Stock Option Plan of the Corporation (the "Outstanding Options"), an amount
in  respect of each  Outstanding  Option  equal to the  difference  between  the
exercise price of such Outstanding Options and the higher of (x) the fair market
value of the Common Shares at the time of such termination,  and (y) the highest
price paid for Common  Shares or, in the cases of  securities  convertible  into
Common Shares or carrying a right to

                                      -14-

<PAGE>

acquire Common Shares, the highest effective price (based on the prices paid for
such  securities) at which such securities are convertible into Common Shares or
at which Common Shares may be acquired, by any person or group whose acquisition
of voting securities has resulted in a Change in Control of the Corporation.

                  (d) If, during a Protection Period, the Employee's  employment
shall  be  terminated  by the  Corporation  other  than for  Cause or  permanent
disability or other than as a result of the Employee's  death or if the Employee
shall terminate her employment pursuant to Paragraph 9(b), the Corporation shall
pay the  Employee's  medical  insurance  premiums for one year after the date of
termination.

                  (e) The Corporation's obligation to make the payments provided
for in this Agreement and otherwise to perform its  obligations  hereunder shall
not be  affected  by any  set-off,  counterclaim,  recoupment,  defense or other
claim,  right or action which the  Corporation  may have against the Employee or
others.  In no event shall the Employee be obligated to seek other employment or
take any  other  action  by way of  mitigation  of the  amounts  payable  to the
Employee under any of the provisions of this Agreement.  The Corporation  agrees
to pay,  upon  written  demand  therefor  by the  Employee,  all legal  fees and
expenses which the Employee may  reasonably  incur as a result of any dispute or
contest (regardless of the outcome thereof) by or with the Corporation or others
regarding the validity or  enforceability  of, or liability under, any provision
of this Agreement. In any such action brought

                                      -15-

<PAGE>

by the Employee for damages or to enforce any provisions of this Agreement,  she
shall be  entitled  to seek  both  legal  and  equitable  relief  and  remedies,
including, without limitation, specific performance of the Company's obligations
hereunder, his sole discretion.

                  (f)  (i)   Anything  in  this   Agreement   to  the   contrary
notwithstanding,  in the  event it  shall be  determined  that  any  payment  or
distribution  made, or benefit  provided  (including,  without  limitation,  the
acceleration  of any payment,  distribution  or benefit and the  acceleration or
exercisability of any stock option), by the Corporation to or for the benefit of
the Employee  (whether paid or payable or distributed or distributable  pursuant
to the terms of this Agreement or otherwise,  but  determined  without regard to
any additional  payments  required under this Paragraph 9(f) (a "Payment") would
be subject to the excise tax imposed by Section 4999 of the Code (or any similar
excise tax) or any  interest or  penalties  are  incurred by the  Employee  with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  are hereinafter  collectively referred to as the "Excise Tax"), then
the  Employee  shall be entitled to receive an  additional  payment (a "Gross-Up
Payment")  in an amount  such that after  payment by the  Employee  of all taxes
(including any Excise Tax,  income tax or payroll tax) imposed upon the Gross-Up
Payment and any  interest or penalties  imposed with respect to such taxes,  the
Employee  retains  from the  Gross-Up  Payment an amount equal to the Excise Tax
imposed upon the payments.

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<PAGE>

                  (ii) Subject to the  provisions  of Paragraph  9(f)(iii),  all
determinations  required to be made under this  Paragraph  9(f)(iii),  including
determination of whether a Gross-Up Payment is required and of the amount of any
such  Gross-Up  Payment,  shall  be made  by the  independent  certified  public
accountants  for the  Corporation  (the  "Accounting  Firm") which shall provide
detailed supporting calculations both to the Corporation and the Employee within
15 business days of the date of termination, of applicable, or such earlier time
as is requested by the  Corporation,  provided  that any  determination  that an
Excise Tax is payable by the Employee  shall be made on the basis of substantial
authority.  The initial Gross-Up Payment, if any, as determined pursuant to this
Paragraph  9(f)(ii),  shall be paid to the Employee within five business days of
the receipt of the  Accounting  Firm's  determination.  If the  Accounting  Firm
determines  that no Excise Tax is payable by the Employee,  it shall furnish the
Employee with a written opinion that she has substantial authority not to report
any Excise  Tax on her  Federal  income tax  return.  Any  determination  by the
Accounting  Firm meeting the  requirements  of this Paragraph  9(f)(ii) shall be
binding upon the Corporation and the Employee; subject only to payments pursuant
to the following  sentence based on a  determination  that  additional  Gross-Up
Payments should have been made,  consistent with the calculations required to be
made hereunder (the amount of such additional  payments,  including any interest
and penalties,  are referred to herein as the "Gross-Up  Underpayment").  In the
event that the Corporation exhausts its

                                      -17-

<PAGE>
remedies pursuant to Section  9(f)(iii) and the Employee  thereafter is required
to make a payment of any Excise tax, the  Accounting  Firm shall  determine  the
amount of the Gross-Up  Underpayment  that has  occurred  and any such  Gross-Up
Underpayment  shall be promptly paid by the Corporation to or for the benefit of
the Employee. The fees and disbursements of the Accounting Firm shall be paid by
the Corporation.

            (iii) The Employee  shall notify the  Corporation  in writing of any
claim by the Internal  Revenue  Service that, if  successful,  would require the
payment by the Corporation of a Gross-Up  Payment.  Such  notification  shall be
given as soon as  practicable  but not later  than ten  business  days after the
Employee receives written notice of such claim and shall apprise the Corporation
of the nature of such claim and the date on which such claim is  requested to be
paid.  The  Employee  shall not pay such claim  prior to the  expiration  of the
30-day  period  following  the  date  on  which  it  gives  such  notice  to the
Corporation (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Corporation  notifies the Employee in
writing  prior to the  expiration of such period that it desires to contest such
claim  and that it will  bear the  costs  and  provide  the  indemnification  as
required by this sentence, the Employee shall:

                  (a)      give  the  Corporation  any  information   reasonably
requested by the Corporation relating to such claim,

                  (b)      take such action in connection  with  contesting such
claim as the Corporation shall reasonably request in writing from

                                      -18-

<PAGE>

time to time, including, without limitation, accepting legal representation with
respect to such claim by an attorney  reasonably selected by the Corporation and
reasonably satisfactory to the Employee,

                  (c)      cooperate with the Corporation in good faith in order
effectively to contest such claims, and

                  (d)      permit  the   Corporation   to   participate  in  any
proceedings relating to such claim; PROVIDED HOWEVER, that the Corporation shall
bear and pay directly all costs and expenses (including  additional interest and
penalties) incurred in connection with such contest and shall indemnify and hold
the Employee harmless,  on an after-tax basis, for any Excise Tax, income tax or
payroll tax, including interest and penalties with respect thereto, imposed as a
result  of such  representation  and  payment  of costs  and  expenses.  Without
limitation  on  the  foregoing  provisions  of  this  Paragraph  9(f)(iii),  the
Corporation  shall control all proceedings taken in connection with such contest
and,  at its sole  option,  may  pursue  or  forego  any and all  administrative
appeals,  proceedings,  hearings and  conferences  with the taxing  authority in
respect of such claim and may, at its sole option, either direct the Employee to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner,  and the Employee  agrees to prosecute  such contest to a  determination
before any administrative  tribunal,  in a court of initial  jurisdiction and in
one or more appellate  courts,  as the  Corporation  shall  determine;  PROVIDED
HOWEVER, that if the Corporation directs the

                                      -19-

<PAGE>

Employee to pay such claim and sue for a refund,  the Corporation  shall advance
the amount of such payment to the Employee,  on an interest-free basis and shall
indemnify and hold the Employee harmless, on an after-tax basis, from any Excise
Tax,  income tax or payroll tax,  including  interest or penalties  with respect
thereto,  imposed with respect to such  advance;  AND FURTHER  PROVIDED that any
extension of the statute of limitations relating to the payment of taxes for the
taxable year of the  Employee  with  respect to which such  contested  amount is
claimed to be due is limited solely to such contested amount.  Furthermore,  the
Corporation's  control of the contest shall be limited to issues with respect to
which a Gross-Up  Payment would be payable  hereunder and the Employee  shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

                  (iv) If,  after  the  receipt  by the  Employee  of an  amount
advanced by the  Corporation  pursuant to Paragraph  9(f), the Employee  becomes
entitled to receive any refund with respect to such claim,  the  Employee  shall
(subject to the Corporation's  complying with the requirements of Paragraph 9(f)
promptly pay to the  Corporation  the amount of such refund  (together  with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the  Employee of an amount  advanced by the  Corporation  pursuant to
Paragraph 9(f), a determination  is made that the Employee shall not be entitled
to any refund with respect to such claim and the Corporation does not notify the
Employee in

                                      -20-

<PAGE>

writing of its intent to contest such denial of refund  prior to the  expiration
of 30 days after such  determination,  then any  obligation  of the  Employee to
repay  such  advance  shall be  forgiven  and the amount of such  advance  shall
offset,  to the extent thereof,  the amount of Gross-Up  Payment  required to be
paid.

                  (g)  SUCCESSORS.  The  Corporation  will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the business  and/or assets of the Corporation and
any Parent of the Corporation or any successor and without regard to the form of
transaction  utilized  by the parent to acquire  the  business  or assets of the
Corporation,  to assume expressly an agree to perform this Agreement in the same
manner and to the same extent that the Corporation  would be required to perform
it if no  such  succession  or  Parentage  had  taken  place.  As  used  in this
Agreement,  "Corporation" shall mean the Corporation as hereinbefore defined and
any  successor)  which is required by this clause to assume and agree to perform
this Agreement or which otherwise assumes and agrees to perform this Agreement.

                  10. 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.

                  11. The Employee  represents and warrants that she has made no
commitment of any kind whatsoever inconsistent with the

                                      -21-

<PAGE>
provisions of this  Agreement and that she is under no disability of any kind to
enter into this Agreement and to perform all of her obligations hereunder.

                  12. 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 Employee,  cannot be assigned by her. 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 and such  assignment  shall
not relieve the Corporation of its obligations hereunder.  Prompt written notice
of such assignment shall be provided by the Corporation to the Employee.

                  13. 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 her at her address set forth on
page 1 hereof.

                  14. 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

                                      -22-

<PAGE>

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.

                  15.  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.

                  16.  This  Agreement  constitutes  the  entire  agreement  and
understanding  between the Corporation and the Employee 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/ Edward M. Sellian
                                             ----------------------------------
                                             Edward M. Sellian, Chairman of
                                             the Board and
                                             Chief Executive Officer



                                             /s/ Joann Sabatino
                                             ----------------------------------
                                             JOANN SABATINO



                                      -23-

<PAGE>
                                                                       EXHIBIT A

                                   NUCO2 INC.
                             2800 S.E. MARKET PLACE
                              STUART, FLORIDA 34997



                                                                October 16, 1996



To:      Joann Sabatino
         2800 S.E. Market Place
         Stuart, Florida 34997

                  We are  pleased to inform you that on October  16,  1996,  the
Stock Option  Committee of the Board of Directors of NuCo2 Inc. (the  "Company")
granted you an incentive  stock option (the "Option")  pursuant to the Company's
1995 Stock Option Plan (the "Plan"), to purchase 14,634 shares (the "Shares") of
Common Stock,  par value $.001 per share,  of the Company,  at a price of $20.50
per Share.

                  The Option may be  exercised  prior to  October  16,  1999 (on
which date the Option will, to the extent not previously  exercised,  expire) as
follows:  (i) as to one-third the number of Shares on or after October 16, 1997,
(ii) as to one-third the number of Shares on or after October 16, 1998 and (iii)
as to the  remaining  one-third of the number of Shares on or after  October 16,
1999, provided, however, that in the event that the Employment Agreement between
you and the Company dated October 16, 1996 (the  "Employment  Agreement") is not
renewed or otherwise  extended  prior to September  30, 1999,  the Option may be
exercised with respect to the remaining  one-third of the number of Shares on or
after  October  1,  1999.  In  addition,  in the event of a Change in Control as
defined in the Employment Agreement,  all portions of the Option, whether or not
then exercisable,  shall  immediately  become  exercisable.  You must purchase a
minimum  of 100  Shares  each time you  choose  to  purchase  Shares,  except to
purchase the remaining Shares available to you.

                  The Option is issued in accordance  with and is subject to and
conditioned upon all of the terms and conditions of the Plan (a copy of which in
its present form is attached  hereto),  as from time to time amended,  provided,
however, that no future amendment or termination of the Plan shall, without your
consent,  alter or impair any of your  rights or  obligations  under the Option.
Reference  is made to the terms  and  conditions  of the Plan,  all of which are
incorporated by reference in this option agreement as if fully set forth herein.


                                      -24-

<PAGE>

                  Unless  at  the  time  of  the   exercise   of  the  Option  a
registration statement under the Securities Act of 1933, as amended (the "Act"),
is in effect as to such Shares, any Shares purchased by you upon the exercise of
the Option shall be acquired for  investment  and not for sale or  distribution,
and if the Company so requests,  upon any exercise of the Option, in whole or in
part,  you will execute and deliver to the Company a certificate to such effect.
The Company  shall not be obligated  to issue any Shares  pursuant to the Option
if, in the  opinion of counsel  to the  Company,  the Shares to be so issued are
required to be  registered  or  otherwise  qualified  under the Act or under any
other  applicable  statute,  regulation  or  ordinance  affecting  the  sale  of
securities,  unless and until such Shares have been so  registered  or otherwise
qualified.

                  You  understand  and  acknowledge  that,  under  existing law,
unless at the time of the exercise of the Option a registration  statement under
the Act is in effect as to such  Shares  (i) any  Shares  purchased  by you upon
exercise  of the Option may be  required  to be held  indefinitely  unless  such
Shares  are  subsequently  registered  under the Act or an  exemption  from such
registration  is available;  (ii) any sales of such Shares made in reliance upon
Rule 144 promulgated under the Act may be made only in accordance with the terms
and conditions of that Rule (which,  under certain  circumstances,  restrict the
number of shares  which may be sold and the manner in which shares may be sold);
(iii) in the case of securities to which Rule 144 is not applicable,  compliance
with Regulation A promulgated  under the Act or some other disclosure  exemption
will be required;  (iv)  certificates  for Shares to be issued to you  hereunder
shall bear a legend to the effect that the Shares have not been registered under
the Act  and  that  the  Shares  may  not be  sold,  hypothecated  or  otherwise
transferred in the absence of an effective  registration statement under the Act
relating thereto or an opinion of counsel  satisfactory to the Company that such
registration  is not required;  (v) the Company will place an appropriate  "stop
transfer"  order with its transfer  agent with respect to such Shares;  and (vi)
the Company has  undertaken  no  obligation to register the Shares or to include
the Shares in any registration  statement which may be filed by it subsequent to
the issuance of the shares to you. In addition,  you understand and  acknowledge
that the Company has no  obligation to you to furnish  information  necessary to
enable you to make sales under Rule 144.

                  The Option (or  installment  thereof)  is to be  exercised  by
delivering  to the Company a written  notice of  exercise  in the form  attached
hereto as Exhibit A,  specifying the number of Shares to be purchased,  together
with payment of the purchase  price of the Shares to be purchased.  The purchase
price is to be paid in cash or, at the discretion of the Stock Option Committee,
by delivering  shares of the  Company's  stock already owned by you and having a
fair market value on the date of exercise equal to the exercise

                                      -25-

<PAGE>
price of the Option,  or a combination  of such shares and cash, or otherwise in
accordance with the Plan.

                  Would you kindly  evidence  your  acceptance of the Option and
your agreement to comply with the provisions hereof and of the Plan by executing
this letter under the words "Agreed To and Accepted."

                                         Very truly yours,

                                         NuCo2 Inc.

                                         By:____________________________
                                            Edward M. Sellian, Chairman
                                            of the Board

AGREED TO AND ACCEPTED:

-----------------------
Joann Sabatino


                                      -26-

<PAGE>

                                                                       Exhibit A


NuCo2 Inc.
2800 S.E. Market Place
Stuart, Florida 34997

Ladies and Gentlemen:

                  Notice is hereby given of my election to purchase _____ shares
of Common Stock,  $.001 par value (the  "Shares"),  of NuCo2 Inc., at a price of
$____ per Share,  pursuant  to the  provisions  of the  incentive  stock  option
granted to me on October 16, 1996,  under the Company's  1995 Stock Option Plan.
Enclosed in payment for the Shares is:

                    ____
                   /___/            my check in the amount of $________.

               ----
             */___/                 ___________  Shares  having  a  total  value
                                    $________,  such  value  being  based on the
                                    closing  price(s)  of the Shares on the date
                                    hereof.

                  The following  information  is supplied for use in issuing and
registering the Shares purchased hereby:

                  Number of Certificates
                     and Denominations             ___________________

                  Name                             ___________________

                  Address                          ___________________

                                                   ___________________

                  Social Security Number           ___________________

Dated:            _______________

                                                   Very truly yours,


                                                   __________________________
                                                   Joann Sabatino

*Subject to the approval of the
 Stock Option Committee

                                      -27-

<PAGE>
                                                                       EXHIBIT B



                                   NUCO2 INC.
                             2800 S.E. MARKET PLACE
                              STUART, FLORIDA 34997




                                                                October 16, 1996



To:      Joann Sabatino
         2800 S.E. Market Place
         Stuart, Florida 34997

                  We are  pleased to inform you that on October  16,  1996,  the
Stock Option  Committee of the Board of Directors of NuCo2 Inc. (the  "Company")
granted  you a  non-qualified  stock  option  (the  "Option")  pursuant  to  the
Company's  1995 Stock Option Plan (the "Plan"),  to purchase  85,366 shares (the
"Shares") of Common Stock, par value $.001 per share, of the Company, at a price
of $20.50 per Share.

                  The Option may be  exercised  prior to  October  16,  1999 (on
which date the Option will, to the extent not previously  exercised,  expire) as
follows:  (i) as to one-third the number of Shares on or after October 16, 1997,
(ii) as to one-third the number of Shares on or after October 16, 1998 and (iii)
as to the  remaining  one-third of the number of Shares on or after  October 16,
1999, provided, however, that in the event that the Employment Agreement between
you and the Company dated October 16, 1996 (the  "Employment  Agreement") is not
renewed or otherwise  extended  prior to September  30, 1999,  the Option may be
exercised with respect to the remaining  one-third of the number of Shares on or
after  October  1,  1999.  In  addition,  in the event of a Change in Control as
defined in the Employment Agreement,  all portions of the Option, whether or not
then exercisable,  shall  immediately  become  exercisable.  You must purchase a
minimum  of 100  Shares  each time you  choose  to  purchase  Shares,  except to
purchase the remaining Shares available to you.

                  The Option is issued in accordance  with and is subject to and
conditioned upon all of the terms and conditions of the Plan (a copy of which in
its present form is attached  hereto),  as from time to time amended,  provided,
however, that no future amendment or termination of the Plan shall, without your
consent,  alter or impair any of your  rights or  obligations  under the Option.
Reference  is made to the terms  and  conditions  of the Plan,  all of which are
incorporated by reference in this option agreement as if fully set forth herein.


                                      -28-

<PAGE>
                  Unless  at  the  time  of  the   exercise   of  the  Option  a
registration statement under the Securities Act of 1933, as amended (the "Act"),
is in effect as to such Shares, any Shares purchased by you upon the exercise of
the Option shall be acquired for  investment  and not for sale or  distribution,
and if the Company so requests,  upon any exercise of the Option, in whole or in
part,  you will execute and deliver to the Company a certificate to such effect.
The Company  shall not be obligated  to issue any Shares  pursuant to the Option
if, in the  opinion of counsel  to the  Company,  the Shares to be so issued are
required to be  registered  or  otherwise  qualified  under the Act or under any
other  applicable  statute,  regulation  or  ordinance  affecting  the  sale  of
securities,  unless and until such Shares have been so  registered  or otherwise
qualified.

                  You  understand  and  acknowledge  that,  under  existing law,
unless at the time of the exercise of the Option a registration  statement under
the Act is in effect as to such  Shares  (i) any  Shares  purchased  by you upon
exercise  of the Option may be  required  to be held  indefinitely  unless  such
Shares  are  subsequently  registered  under the Act or an  exemption  from such
registration  is available;  (ii) any sales of such Shares made in reliance upon
Rule 144 promulgated under the Act may be made only in accordance with the terms
and conditions of that Rule (which,  under certain  circumstances,  restrict the
number of shares  which may be sold and the manner in which shares may be sold);
(iii) in the case of securities to which Rule 144 is not applicable,  compliance
with Regulation A promulgated  under the Act or some other disclosure  exemption
will be required;  (iv)  certificates  for Shares to be issued to you  hereunder
shall bear a legend to the effect that the Shares have not been registered under
the Act  and  that  the  Shares  may  not be  sold,  hypothecated  or  otherwise
transferred in the absence of an effective  registration statement under the Act
relating thereto or an opinion of counsel  satisfactory to the Company that such
registration  is not required;  (v) the Company will place an appropriate  "stop
transfer"  order with its transfer  agent with respect to such Shares;  and (vi)
the Company has  undertaken  no  obligation to register the Shares or to include
the Shares in any registration  statement which may be filed by it subsequent to
the issuance of the shares to you. In addition,  you understand and  acknowledge
that the Company has no  obligation to you to furnish  information  necessary to
enable you to make sales under Rule 144.

                  The Option (or  installment  thereof)  is to be  exercised  by
delivering  to the Company a written  notice of  exercise  in the form  attached
hereto as Exhibit A,  specifying the number of Shares to be purchased,  together
with payment of the purchase  price of the Shares to be purchased.  The purchase
price is to be paid in cash or, at the discretion of the Stock Option Committee,
by delivering  shares of the  Company's  stock already owned by you and having a
fair market  value on the date of exercise  equal to the  exercise  price of the
Option,  or a  combination  of such shares and cash,  or otherwise in accordance
with the Plan.


                                      -29-

<PAGE>
                  Would you kindly  evidence  your  acceptance of the Option and
your agreement to comply with the provisions hereof and of the Plan by executing
this letter under the words "Agreed To and Accepted."

                                            Very truly yours,

                                            NuCo2 Inc.

                                            By:____________________________
                                               Edward M. Sellian, Chairman
                                               of the Board


AGREED TO AND ACCEPTED:


-----------------------
Joann Sabatino


                                      -30-

<PAGE>

                                    EXHIBIT A


NuCo2 Inc.
2800 S.E. Market Place
Stuart, Florida 34997

Ladies and Gentlemen:

                  Notice is hereby given of my election to purchase _____ shares
of Common Stock,  $.001 par value (the  "Shares"),  of NuCo2 Inc., at a price of
$____ per Share,  pursuant to the provisions of the  non-qualified  stock option
granted to me on October 16, 1996,  under the Company's  1995 Stock Option Plan.
Enclosed in payment for the Shares is:

                    ____
                   /___/            my check in the amount of $________.

               ----
             */___/                 ___________  Shares  having  a  total  value
                                    $________,  such  value  being  based on the
                                    closing  price(s)  of the Shares on the date
                                    hereof.

                  The following  information  is supplied for use in issuing and
registering the Shares purchased hereby:

                  Number of Certificates
                     and Denominations           ___________________

                  Name                           ___________________

                  Address                        ___________________

                                                 ___________________

                  Social Security Number         ___________________


Dated:            _______________

                                                 Very truly yours,


                                                 __________________________
                                                 Joann Sabatino

*Subject to the approval of the
 Stock Option Committee









                                      -31-