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                                                                   EXHIBIT 10.22

                              EMPLOYMENT AGREEMENT

            AGREEMENT  entered into  effective as of the 3rd day of May 2001, by
and between NUCO2 INC., a Florida  corporation  having its  executive  principal
office at 2800 SE Market Place, Stuart,  Florida 34997 (hereinafter  referred to
as  the  "Corporation"),  and  GREGG  F.  STEWART,  residing  at  6041  Superior
Boulevard, Davie, Florida 33331 (hereinafter referred to as the "Executive").

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

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

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

                     ARTICLE 1 - EMPLOYMENT TERMS AND DUTIES

            1.1 The  Corporation  hereby  agrees to employ the Executive and the
Executive agrees to work for the Corporation as its Executive Vice President and
Chief Financial Officer.  The Executive shall serve as and perform the duties of
Executive Vice President and Chief Financial  Officer of the Corporation  during
the Term (defined hereinafter) of this Agreement.

            1.2 The  Executive  agrees to devote his full  business  time during
regular business hours to working for the Corporation and performing such duties
as shall from time to time be assigned to him by the Board of  Directors  of the
Corporation or the Chief Executive  Officer of the  Corporation  consistent with
his position as Executive Vice President and Chief Financial Officer. During the
Term of his employment  hereunder,  the Executive  shall have no interest in, or
perform  any  services  during  regular  business  hours for any other  company,
whether or not such company is  competitive  with the  Corporation,  except that
this  prohibition  shall  not be  deemed  to apply  to  passive  investments  in
businesses  not  competitive   with  the  business  of  the  Corporation  or  to
investments of 5% or less of the  outstanding  stock of public  companies  whose
stock is traded on a national  securities  exchange  or in the  over-the-counter
market.  For purposes of this  Paragraph  l.2, a "passive  investment"  shall be

deemed to mean  investment in a business which does not require or result in the
participation  of the Executive in the management or operations of such business
except  during  times  other  than  regular  business  hours and which  does not
interfere  with his  duties and  responsibilities  to the  Corporation.  Nothing
contained herein shall limit the right of the Executive to make speeches,  write
articles or participate in public debate and  discussions in and by means of any
medium of communication  or serve as a director or trustee of any  non-competing
corporation or organization,  provided that such activities are not inconsistent
with the Executive's obligations hereunder.

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

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

            1.5 The term of the Executive's  employment hereunder shall commence
upon the date of this Agreement (with the understanding that prior to commencing
his duties at the  principal  executive  office of the  Corporation  he will (a)
perform his duties outside of the principal  executive office of the Corporation
and shall no later  than May 21,  2001  commence  his  duties  at the  principal
executive  office of the Corporation and (b) in lieu of the Base Salary (defined
hereinafter)  otherwise  payable  for  such  period,  be paid  $1,000)  and such
employment shall continue,  except as otherwise provided herein, through May 31,
2005 (the "Term").

                            ARTICLE 2 - COMPENSATION

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

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

                                       2

            (b)  Effective  as of the date of this  Agreement,  the  Corporation
shall grant to the  Executive  stock  options  (the  "Options")  pursuant to the
Corporation's  1995 Stock  Option Plan (of which the maximum  amount  allowed by
United  States  tax law shall be  considered  as  incentive  stock  options)  to
purchase up to One Hundred Twenty Thousand (120,000) shares of the Corporation's
common stock,  $.001 par value ("Common Stock"),  with one-fifth of such Options
vesting effective with the signing of this Agreement, an additional one-fifth of
such Options  vesting on the first  anniversary  of the signing,  an  additional
one-fifth  of such  Options  vesting on the second  anniversary,  an  additional
one-fifth of such Options  vesting on the third  anniversary,  and the remaining
one-fifth of such Options  vesting on the fourth  anniversary of signing of this
agreement,  provided  that such Options shall vest only so long as the Executive
continues to be employed by the Corporation. The exercise price for such Options
shall be equal to the closing  price of the Common Stock on the Nasdaq  National
Market on the date hereof.

            (c) During the Term of this  Agreement and subject to the provisions
hereof, the Executive shall be entitled,  commencing with respect to fiscal year
ending  June 30,  2002 (and on each June 30  thereafter  during the Term of this
Agreement),  to an annual  bonus  based  upon the  relative  performance  of the
Corporation  and the Executive for the applicable  fiscal year. The bonus may be
comprised of options to purchase  shares of the Common Stock of the  Corporation
and cash  payments,  the relative  amounts of which will be  determined  in good
faith by the Chief Executive  Officer,  in his sole discretion,  and approved by
the Corporation's  Board of Directors.  The Corporation  achieving its projected
EBITDA  and  other  operating  and  financial   criteria  as  projected  in  the
Corporation's  business  plan  established  by its  Board of  Directors  for the
applicable  fiscal  year shall be the major  consideration  in  determining  the
amount of the annual  bonus.  The annual cash bonus will have a target of thirty
(30%)  percent of Base Salary  based on the full  achievement  of its  projected
EBITDA  and  other  operating  and  financial   criteria  as  projected  in  the
Corporation's business plan approved by the Board of Directors and the Executive
meeting  individual  achievement goals recommended by the Executive and approved
by the Chief  Executive  Officer.

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

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

                                       3

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

            (g) In connection with the Executive's  move to the Stuart,  Florida
area, the Corporation  shall pay the Executive's (a) reasonable moving expenses,
(b) sales  commission on his current  residence,  (c) other direct closing costs
and (d)  temporary  housing  costs for a period not to exceed  four (4)  months,
provided that the aggregate of such costs does not exceed $30,000. Any sums paid
pursuant  to this  Paragraph  2.1(g) by the  Corporation  shall be grossed up to
eliminate the cost to the  Executive of income taxes,  if any, paid on such sums
received.

                             ARTICLE 3 - TERMINATION

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

                (a) automatically upon the death of the Executive;

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

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

                                       4

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

                (d) At the  option  of  the  Corporation  within  its  sole  and
complete discretion upon thirty (30) days' prior written notice.

            3.2  Notwithstanding  anything to the contrary contained herein:

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

                                       5

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

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

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

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

                                       6

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

                        ARTICLE 4 - RESTRICTIVE COVENANTS

            4.1 Confidential Information.

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

                                       7

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

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

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

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

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

                                       8

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

                    ARTICLE 5 - SEVERANCE - CHANGE OF CONTROL

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

                                       9

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

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

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

            5.2 Change of Control.

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

                                       10

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

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

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

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

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

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

                            ARTICLE 6 - MISCELLANEOUS

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

            6.2 Representations  and Warranties by the Executive.  The Executive
represents  and warrants that he has made no  commitment of any kind  whatsoever
inconsistent  with  the  provisions  of this  Agreement  and that he is under no
disability  of any kind to enter into this  Agreement  and to perform all of his
obligations hereunder.

                                       11

            6.3 Binding Effect. This Agreement shall inure to the benefit of and
shall be binding upon the parties and their respective  successors and permitted
assigns.  This Agreement being personal to the Executive,  cannot be assigned by
him.  This  Agreement  may be  assigned by the  Corporation  in the event and in
connection with a merger,  consolidation or sale of all or substantially  all of
the assets of the  Corporation  provided that the assignee  agrees in writing to
assume all of the obligations of the  Corporation  under this Agreement 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 Executive.

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

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

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

                                       12

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

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

                                            NUCO2 INC.

                                        By: /s/ Michael E. DeDomenico
                                            ------------------------------
                                            Name: Michael DeDomenico
                                            Title: President and CEO

                                            /s/ Gregg F. Stewart
                                            ------------------------------
                                            GREGG F. STEWART
```