```

                                                                   Exhibit 10.15

         AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      Amendment No. 2 ("Amendment") dated September 13, 2007 to Amended and
Restated Employment Agreement effective as of August 10, 2004 (the "Employment
Agreement") by and between NuCO2 Inc. (the "Corporation") and Michael E.
DeDomenico (the "Executive").

      WHEREAS, the Corporation and the Executive are parties to the Employment
Agreement; and

      WHEREAS, the Corporation and the Executive wish to amend the Employment
Agreement to make certain modifications thereto;

      NOW, THEREFORE, for Ten Dollars ($10) and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by each of
the parties, the Corporation and the Executive hereby agree as follows:

     1.     The first sentence of Paragraph 2(a) of the Employment Agreement is
            hereby amended in its entirety to read as follows:

            "Effective as of July 9, 2007, a base salary ("Base Salary") at the
            rate of $530,000 per annum or such greater rate as may from time to
            time be authorized by the Board, payable in accordance with the
            Corporation's regular payment schedule for its employees."

     2.     Paragraph 2(b) of the Employment Agreement is amended by adding a
            new sentence at the end thereof as follows:

            "Any cash bonus earned shall be paid no later than August 31st
            following the end of the applicable fiscal year."

     3.     Paragraph 4.1(a) of the Employment Agreement is hereby amended in
            its entirety to read as follows:

            "(a) automatically upon the death of the Executive or voluntary
            termination of employment by the Executive other than for Good
            Reason (as such term is defined in Paragraph 6.3 below)."

     4.     The fourth sentence of Paragraph 4.2(a) of the Employment Agreement
            is hereby amended in its entirety to read as follows:

            "To the extent that the Corporation receives the proceeds on any
            life insurance on the life of the Executive (as provided in
            Paragraph 4.2(d)) such proceeds shall be paid, promptly after
            receipt (but no later than thirty (30) days after the Corporation
            has received such proceeds), to the beneficiaries theretofore
            designated in writing by the Executive (or the Executive's estate if
            no such beneficiaries shall have been designated) to fund the
            obligations under this Paragraph 4.2(a) and shall reduce such
            obligations on a dollar for dollar basis."

     5.     The first sentence of Paragraph 4.2(c) of the Employment Agreement
            is hereby amended in its entirety to read as follows:

            "In the event of a termination of the Executive's employment "for
            cause" as defined in Paragraph 4.1(c) above or voluntarily by the
            Executive other than for Good Reason, the Executive shall not be
            entitled to (i) any payments other than such compensation as shall
            have been earned by him prior to the date of such termination and
            not paid as of the date of such termination, or (ii) any Target Cash
            Bonus."

     6.     Paragraph 5.2 of the Employment Agreement is hereby amended in its
            entirety to read as follows:

            "5.2 NON-COMPETE. The Executive acknowledges that (i) the services
            to be performed by him under this Agreement are of a special,
            unique, extraordinary and intellectual character; (ii) the Executive
            possess substantial technical and managerial expertise and skill
            with respect to the Corporation's business; (iii) the Corporation's
            business is national in scope and its products and services are
            marketed throughout the nation; (iv) the Corporation competes with
            other businesses that are or could be located in any part of the
            nation; (v) the covenants and obligations of Executive under this
            Paragraph 5.2 are material inducement and condition to the
            Corporation's entering into this Agreement and performing its
            obligations hereunder; and (vi) the provisions of this Paragraph 5.2
            are reasonable and necessary to protect the Corporation's business.
            In consideration of the acknowledgments by the Executive above, and
            in consideration of the compensation and benefits (including the
            payments described in Sections 4.2(e) and 6.1(c)) to be paid or
            provided to Executive by the Corporation, the Executive covenants
            that he will not, for a period of two (2) years following the
            expiration or earlier termination of this Agreement, without the
            prior written consent of the Corporation, directly or indirectly:

                  (a) knowingly solicit any business, in the same product or
            business line or one that is closely related to that in which the
            Executive was engaged during his employment, for or from, or become
            associated with, as principal, agent, employee, consultant, or in
            any other capacity, any person who, or entity which, at the time of,
            or during the twelve (12) months immediately preceding such
            expiration or termination was in direct competition with the
            Corporation; or
                  (b) become a principal, agent, employee, consultant, or
            otherwise become associated with any person or entity which is
            engaged in direct or indirect competition (i.e., doing indirectly
            through others what the Executive could not do directly) with the
            Corporation during a period of two (2) years following the
            expiration or earlier termination of this Agreement."

     7.     The first sentence of Paragraph 5.3 of the Employment Agreement is
            hereby amended in its entirety to read as follows:

            "The Executive acknowledges that the services provided by him
            pursuant to 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 Paragraph 5.1 or 5.2 of this Agreement
            by the Executive will result in irreparable damage and injury to the
            Corporation for which the Corporation will not have any adequate
            remedy at law."

     8.     Section 6.1 of the Employment Agreement is hereby amended in its
            entirety to read as follows:

                  "6.1 COMPENSATION. If prior to the expiration of the Term of
            this Agreement, there is a Change of Control (defined in Paragraph
            6.2 below) and thereafter, within two (2) years of the Change in
            Control, the Executive should resign his employment for Good Reason
            (as defined in Paragraph 6.3 below), the Executive shall be entitled
            to the following compensation:

                  (a) Continuation of all benefits, including without limitation
            medical, dental and life insurance for one and one-half (1-1/2)
            years following the date of termination, or until the date on which
            the Executive first becomes eligible for insurance coverage of a
            similar nature provided by a firm that employs him following
            termination of employment by the Corporation, whichever occurs
            first.

                  (b) Immediate vesting of all granted but unvested Options held
            by the Executive.

                  (c) An amount equal to the greater of (i) two (2) times (y)
            the Executive's then current annual Base Salary and (z) the
            Executive's Target Cash Bonus for the then current year (such Target
            Cash Bonus calculated as if the targets had been met in the event
            the Target Cash Bonus cannot be calculated as of the date of the
            termination of the Executive's employment) and (ii) one million
            eight hundred two thousand dollars ($1,802,000), to be paid within
            sixty (60) days of termination of employment (except as provided in
            Paragraph 7.8). The parties agree that the amount of $1,060,000
            payable pursuant to this Paragraph 6.1(c) shall be treated as paid
            in consideration for the non-compete provisions set forth in
            Paragraph 5.2 and shall be subject to the enforcement provisions set
            forth in Paragraph 5.3, and the balance shall be treated as
            severance."

     9.     Paragraph 6.2 of the Employment Agreement is hereby amended in its
            entirety to read as follows:

            "6.2      CHANGE OF CONTROL.

                  (a) For the purposes of this Agreement, a Change of Control
            means during any twelve (12) month period (i) the direct or indirect
            sale, lease, exchange or other transfer of all or substantially all
            (50% or more) of the assets of the Corporation to any person or
            entity or group of persons or entities acting in concert as a
            partnership or other group (a "Group of Persons"), (ii) the merger,
            consolidation or other business combination of the Corporation with
            or into another corporation with the effect that the shareholders of
            the Corporation, as the case may be, immediately following the
            merger, consolidation or other business combination, hold 50% or
            less of the combined voting power of the then outstanding securities
            of the surviving corporation of such merger, consolidation or other
            business combination ordinarily (and apart from rights accruing
            under special circumstances) having the right to vote in the
            election of directors, (iii) the replacement of a majority of the
            Board in any given year as compared to the directors who constituted
            the Board at the beginning of such year, and such replacement shall
            not have been approved by the Board, as the case may be, as
            constituted at the beginning of such year, or (iv) a person or Group
            of Persons shall, as a result of a tender or exchange offer, open
            market purchases, privately negotiated purchases or otherwise, have
            become the beneficial owner (within the meaning of Rule 13d-3 under
            the Securities Exchange Act of 1934, as amended) of securities of
            the Corporation representing 50% or more of the combined voting
            power of the then outstanding securities of such corporation

            ordinarily (and apart from rights accruing under special
            circumstances) having the right to vote in the election of
            directors.
                  (b) If a Change of Control occurs prior to, but within two
            years of, the expiration of the Term as set forth in Section 1.5
            hereof, the Term shall be extended, without any further action by
            the Corporation, the Board or the Executive, until the second
            anniversary of the date on which the Change of Control occurred.

            Notwithstanding anything to the contrary contained in this
      Agreement, to the extent that any of the payments and benefits provided
      for under this Agreement or any other agreement or arrangement between the
      Corporation and Executive (collectively, the "Payments") (i) constitute a
      "parachute payment" within the meaning of Section 280G of the Internal
      Revenue Code of 1986, as amended (the "Code") and (ii) but for this
      Paragraph 6.2 would be subject to the excise tax imposed by Section 4999
      of the Code, then the Payments shall be payable either (x) in full or (y)
      as to such lesser amount which would result in no portion of such Payments
      being subject to excise tax under Section 4999 of the Code; whichever of
      the foregoing amounts, taking into account the applicable federal, state
      and local income taxes and the excise tax imposed by Section 4999, results
      in Executive's receipt on an after-tax basis, of the greatest amount of
      benefits under this Agreement, notwithstanding that all or some portion of
      such benefits may be taxable under Section 4999 of the Code. Unless
      Executive and the Corporation otherwise agree in writing, any
      determination required under this Section shall be made in writing by the
      Corporation's independent public accountants (the "Accountants"), whose
      determination shall be conclusive and binding upon Executive and the
      Corporation for all purposes. For purposes of making the calculations
      required by this Section, the Accountants may make reasonable assumptions
      and approximations concerning applicable taxes and may rely in reasonable,
      good faith interpretations concerning the application of Section 280G and
      4999 of the Code. The Corporation and Executive shall furnish to the
      Accountants such information and documents as the Accountants may
      reasonably request in order to make a determination under this Section.
      The Corporation shall bear all costs the Accountants may reasonably incur
      in connection with any calculations contemplated by this Paragraph. If any
      Payments would be reduced pursuant to the immediately preceding sentence
      but would not be so reduced if the shareholder approval requirements of
      section 280G(b)(5) of the Code are satisfied, the Corporation shall use
      its reasonable best efforts to cause such payments to be submitted for
      such approval prior to the event giving rise to such payments. If the
      limitation set forth in this Paragraph 6.2 is applied to reduce an amount
      payable to Executive, and the Internal Revenue Service successfully
      asserts that, despite the reduction, Executive has nonetheless received
      payments which are in excess of the maximum amount that could have been
      paid to Executive without being subjected to any excise tax, then, unless
      it would be unlawful for the Corporation to make such a loan or similar
      extension of credit to Executive, Executive may repay such excess amount
      to the Corporation as though such amount constitutes a loan to Executive
      made at the date of payment of such excess amount, bearing interest at
      120% of the applicable federal rate (as determined under Section 1274(d)
      of the Code in respect of such loan)."

    10.     Paragraph 6.3 of the Employment Agreement is hereby amended in its
            entirety to read as follows:

            "6.3 GOOD REASON. The Executive shall have Good Reason for
      terminating his employment with the Corporation under this Agreement if
      one or more of the following events (each, an "Event") occurs:

                  (a) the failure of the Corporation, its successor or any Group
      of Persons acquiring substantially all of the assets of the Corporation to
      assume any and all terms of this Agreement;
                  (b) a material breach of this Agreement by the Corporation,
      its successor or any Group of Persons acquiring substantially all of the
      assets of the Corporation.
                  (c) an involuntary change in the Executive's status or
      position with the Corporation which constitutes a demotion from the
      Executive's then current status or position and a material change in the
      nature or scope of powers, authority or duties inherent in such position;
                  (d) layoff or involuntary termination of the Executive's
      employment, except in connection with the termination of the Executive's
      employment for Cause or as a result of the non-renewal of this Agreement
      or of the Executive's disability or death;
                  (e) a reduction by the Corporation in the Executive's Base
      Salary, or material change in Executive's bonus structure;
                  (f) any action or inaction by the Corporation that would
      adversely affect the Executive's continued participation in any Benefit
      Plan on at least as favorable basis as was the case at the time of such
      action or inaction, or that would materially reduce the Executive's
      benefits in the future under the Benefit Plan or deprive him of any
      material benefits that he then enjoyed, except to the extent that such
      action or inaction by the Corporation (i) is also taken or not taken, as
      the case may be, in respect of all employees generally, (ii) is required
      by the terms of any Benefit Plan as in effect immediately before such
      action or inaction; or (iii) is necessary to comply with applicable law or
      to preserve the qualification of any Benefit Plan under Section 401(a) of
      the Code; or

                  (g) a change of the principal work location in excess of a
      fifty (50) mile radius from 2800 S.E. Market Place, Stuart, Florida.
      Notwithstanding the foregoing, the Executive shall not have Good Reason
      unless he has, within ninety (90) days of the Event, notified the
      Corporation of the Event in the manner set forth in Paragraph 7.5 and the
      Event remains uncured for a period of thirty (30) days after the Executive
      provides notice of the Event."

    11.     Paragraph 6.4 of the Employment Agreement is hereby amended in its
            entirety to read as follows:

      "6.4 ARBITRATION. In the event that the Executive reasonably believes that
      he has Good Reason to terminate his employment in reliance upon Section
      6.3 hereof, and if the Corporation disagrees with the Executive's belief
      that he has Good Reason to terminate his employment in reliance upon
      Section 6.3 hereof, such unresolved dispute or controversy arising
      thereunder or in connection therewith shall be settled exclusively by
      arbitration conducted in accordance with the rules of the American
      Arbitration Association then in effect. The arbitration shall take place
      in Martin County, Florida before a panel of three arbitrators who shall be
      mutually agreed upon by the Corporation and the Executive. The exclusive
      question for the arbitrators shall be whether or not Good Reason for the
      termination exists. The arbitrators shall not have the authority to add
      to, detract from, or modify any provision hereof nor to award punitive
      damages to any injured party. A decision by a majority of the arbitration
      panel shall be final and binding on whether "Good Reason" exists. Judgment
      may be entered on the arbitrators' award in any court having jurisdiction.
      The direct expense of any arbitration proceeding shall be borne by the
      Corporation. Each party shall bear its own counsel's fees and expenses."

    12.     Paragraph 7.8 of the Employment Agreement is hereby amended in its
            entirety to read as follows:

            "7.8 SECTION 409A. It is the intention of the parties hereto that
            this Agreement comply strictly with the provisions of Section 409A
            of the Code, and Treasury Regulations and other Internal Revenue
            Service guidance (the "Section 409A Rules"). Accordingly, this
            Agreement, including, but not limited to, any provision relating to
            severance payments, Change in Control payments or the terms of any
            grants of stock options hereunder, including, but not limited to,
            the timing of payments, may be amended from time to time with the
            consent of the Executive as may be necessary or appropriate to
            comply with, and to avoid adverse tax consequences under the Section
            409A Rules. The Executive agrees that no payment will be made to him
            until such time as the payment may be made without the imposition of
            the 20% excise tax imposed by Section 409A of the Code by virtue of
            Section 409A(a)(2)(B)(i) of the Code (which, if applicable,
            generally provides that no payment, other than certain severance
            payments, may be made to a key employee of a public company prior to
            the date that is six months following separation from service within
            the meaning of Section 409A of the Code)."

    12.     Except as herein provided, the Employment Agreement shall remain
            unchanged and in full force and effect.

      IN WITNESS WHEREOF, the Corporation and the Executive have executed this
Amendment as of the day and year first above written.

                                                NUCO2 INC.

                                                By: /s/ Daniel Raynor
                                                    ----------------------------
                                                    Daniel Raynor, Director

                                                /s/ Michael E. Dedomenico
                                                --------------------------------
                                                    MICHAEL E. DEDOMENICO
```