Exhibit 10.21
                              EMPLOYMENT AGREEMENT


            AGREEMENT  entered into effective as of the 2nd day of June 2000, 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 MICHAEL  DeDOMENICO,  residing at 339 Old Norwalk Road, New
Canaan, Connecticut 06840 (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 (a) The  Corporation  hereby  agrees to employ the Executive and
the Executive  agrees to work for the Corporation as its President;  as such, he
will be responsible for the overall  management of the  Corporation's  business.
The  Executive  shall  serve as and  perform  the  duties  of  President  of the
Corporation  during  the  Term  (defined  hereinafter)  of this  Agreement.  The
Executive shall upon  commencement of employment be elected to the Corporation's
Board of Directors.  The Board of Directors shall, within a reasonable period of
time  in its  judgment,  and  the  best  interests  of  the  Executive  and  the
Corporation, appoint the Executive Chief Executive Officer of the Corporation.

                (b) In the event the Executive is not appointed  Chief Executive
Officer of the Corporation  within twelve (12) months of the commencement of his
employment,  he may resign his employment and receive the severance compensation
set forth in Paragraphs 6.1(a), (b) and (c) below.

            1.2 The  Executive  agrees to devote his 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
him by the Board of Directors of the Corporation or Chief  Executive  Officer of
the Corporation  consistent  with his position as President.  During the Term of
his employment  hereunder,  the Executive  shall have




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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 offices 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 execution by the  Executive of this  Agreement  with the  understanding
that  during the first  thirty (30) days of his  employment,  he will be paid in
lieu of his Base Salary  $10,000 and that he will perform his duties  outside of
the principal  office of the  Corporation  and shall no later than July 17, 2000
commence  duties at the  Corporation's  prime office and such  employment  shall
continue,  except as  otherwise  provided  herein,  through  June 30,  2005 (the
"Term").


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                            ARTICLE 2 - COMPENSATION

            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) (i) A base  salary  ("Base  Salary") at the rate of $300,000
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.  The Base Salary will
be  reviewed  annually  and may be  increased  from time to time by the Board of
Directors of the Corporation in its sole discretion.

                    (ii) The Executive  will be paid a signing bonus of $150,000
within thirty (30) days of the  commencement of his employment  pursuant to this
Agreement.

                (b)  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, 2001 (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 will
be  comprised  of options  to  purchase  the  Company's  common  shares and cash
payments,  the relative  amounts of which will be  determined  by the  Company's
Board of Directors as follows:

                    (i) If the  Corporation  achieves its  estimated  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,  the Executive  shall  receive a bonus  consisting of a cash payment of no
less than 60% of Base Salary and options to purchase no less than 50,000  shares
of Common Stock of the Corporation;

                    (ii) In the event that the Corporation exceeds its estimated
EBITDA  and  other  operating  and  financial   criteria  as  projected  in  the
Corporation's  business  plan  established  by its Board of  Directors  for such
fiscal year, the Executive shall receive a bonus consisting of a cash payment in
excess of 60% of Base Salary and options to purchase in excess of 50,000  shares
of Common Stock of the  Corporation,  the exact amount of cash and options to be
based on the best judgment of the Board of Directors.


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                (c)  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.

                (d) 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").

                (e) 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.

                (f) The Corporation  shall pay the reasonable moving and closing
costs for Executive's  purchase of a new home in the State of Florida as well as
to pay the reasonable  costs of  temporarily  housing the Executive for a period
not to exceed  four (4)  months,  provided  that  such  costs  shall not  exceed
$40,000.  Any sums paid pursuant to this Paragraph 2(f) 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 - STOCK OPTIONS

            In  consideration  of the  Executive's  agreement to enter into this
Agreement,  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 Three  Hundred  Thousand  (300,000)  shares of the  Corporation's
common stock,  $.001 par value, over a four (4) year vesting period of one-fifth
of such shares vesting on July 1, 2000 and one-fifth on each  succeeding July 1,
as outlined on Exhibit A under the terms of an Option Agreement  attached hereto
and made a part hereof, but such shares shall vest only so long as the Executive
continues to be employed by the Corporation. The exercise price for such options
shall be no greater than the closing price of the Corporation's  Common Stock on
the Nasdaq National Market on the date the Executive



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commences  his  employment  by the  Corporation.  In the  event  that  there are
inconsistencies  between the terms of this  Agreement  and the Option  Agreement
attached  hereto as Exhibit A or the 1995 Stock Option  Plan,  the terms of this
Agreement shall control.

                             ARTICLE 4 - TERMINATION

            4.1 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 wilfully  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 wilfully  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 ("Cause").  For purposes of this Agreement,  termination pursuant to
this Paragraph 4.1(c) shall be deemed a termination "for cause".

            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



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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.

            4.2 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 Options vested prior to his death and shall
receive all Options due to vest during the year following the Executive's death.
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(e)) 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 4.2(a) and shall reduce such obligations on a dollar for dollar basis.
The  balance,  if any,  due the  Executive  under this  Paragraph  4.2(a)  shall
thereafter be paid in twelve (12) equal monthly installments,  without interest,
commencing one month following the Executive's death.

                (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



<PAGE>

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 Options vested prior to
his  disability  and shall  receive  all  Options  due to vest  during  the year
following the Executive's disability.

                (c) In the event of a termination of the Executive's  employment
"for cause" as defined in Paragraph  4.1(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 Incentive  Bonus. Any and all Options granted
herein pursuant to Article 3 or otherwise,  as of 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 Options properly vested as of such
termination  date in  accordance  with this  Agreement  and  Exhibit A  attached
hereto.

                (d) In the event that the  Corporation  shall desire to fund the
death benefits payable under Paragraph 4.2(a) above with a policy or policies of
insurance on the life of the Executive or the disability  benefits payable under
Paragraphs 4.2(b) and 4.2(c) 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 4.1(d), he will be paid two
(2) years current Base Salary in equal quarterly installments during the one and
one-half  (1-1/2) years following the termination of employment and shall retain
all Options which vested prior to the  termination  of his  employment and there
shall vest  immediately  all  Options due to vest during the one (1) year period
following termination.

                (f) In the event the  Executive's  employment is terminated  and
Options vest as a result of or following such termination,  such Option, and any
Options  vesting under Section 6.1(b) shall be  exercisable  only during the two
(2) years following the time they vested.



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                (g)  In  the  event  of  any   termination  of  the  Executive's
employment  pursuant  to this  Article 4 other  than "for  cause" as  defined in
Paragraph 4.1(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 5 - RESTRICTIVE COVENANTS

            5.1 Confidential Information.

                (a) 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.



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            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, 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, 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 during a period of two (2)
years following the expiration or earlier termination of this Agreement.

            5.3  Enforcement.  The provisions of Article 5 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  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.
Therefore,  in the event that the  Executive  commits or



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threatens to commit any such breach, the Corporation will have (a) the right and
remedy  to have  the  provisions  of  Paragraphs  5.1 and 5.2 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 5.1 and 5.2 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.

                If any  covenant in this  Article 5 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 5 shall  survive  the  termination  or
cancellation of the Agreement or of the Executive's termination.

                    ARTICLE 6 - SEVERANCE - CHANGE OF CONTROL

            6.1 Severance  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  the Executive  should resign his employment for Good Reason (as
defined  in  Paragraph  6.3  below),  the  Executive  shall be  entitled  to the
following Severance compensation:

                (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



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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 the granted but  unvested  options to
purchase  common stock of the Company held by the Executive  attributable to his
year(s) of service  (including but not limited to the Options received  pursuant
to Article 3 hereof); except, if a Change of Control shall occur, all options to
purchase  common stock of the Company  which would vest during the two (2) years
following the Change of Control shall immediately vest.

                (c) An  amount  equal  to two  (2)  times  current  annual  cash
compensation to be paid within sixty (60) days of termination of employment.

            6.2 Change of Control.

                (a) 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



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corporation   ordinarily   (and  apart  from  rights   accruing   under  special
circumstances) having the right to vote in the election of directors.

            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 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  Base
Salary, or material change in Executive's bonus structure;

                (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 7 - MISCELLANEOUS

            7.1 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.

<PAGE>

            7.2 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.

            7.3 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.

            7.4 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.

            7.5 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.

            7.6  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.


<PAGE>

            7.7 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/ Edward M. Sellian
                                          -----------------------------
                                          Edward M. Sellian, Chairman of
                                          the Board and Chief Executive Officer



                                          /s/ Michael DeDomenico
                                          -----------------------------
                                          MICHAEL DeDOMENICO


<PAGE>

                                                                       EXHIBIT A


                                   NUCO2 INC.
                             2800 S.E. Market Place
                              Stuart, Florida 34997



                               ------------------



To:   Michael DeDomenico:



            We are pleased to inform you that  effective June 2, 2000, the Stock
Option Committee of the Board of Directors of NuCo2 Inc. (the "Company") granted
you options (the "Option") pursuant to the Company's 1995 Stock Option Plan (the
"Plan"),  to purchase  300,000 shares (the "Shares") of Common Stock,  par value
$.001 per share, of the Company, at a price of $6.75 per Share.

            The Option may be  exercised  prior to June 30,  2010 (on which date
the Option will, to the extent not previously exercised, expire) as follows: (i)
as to  one-fifth  the  number  of Shares on or after  July 1,  2000,  (ii) as to
one-fifth  the  number  of  Shares  on or  after  July 1,  2001  (iii) as to the
one-fifth of the number of Shares on or after July 1, 2002, (iv) as to one-fifth
of all  number of Shares  on or after  July 1, 2003 and (v) as to the  remaining
one-fifth of the Share,  on or after July 1, 2004. In the event your  employment
should  terminate prior to the expiration of the term of employment set forth in
the Agreement  between you and the Company dated as of June 2, 2000,  your right
to exercise  Options may be accelerated as provided in said Agreement.  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. 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.

            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



<PAGE>

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.

          All provisions of the  Employment  Agreement of even date herewith are
incorporated  herein and in the 1995 Stock Option Plan by reference,  and in the
event of any  inconsistencies  between  this  Option  Agreement,  the 1995 Stock
Option Plan and the subject  Employment  Agreement,  the terms of the Employment
Agreement shall control.

            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: /s/ Edward M. Sellian
                                       -------------------------
                                       Edward M. Sellian, Chairman of the Board


AGREED TO AND ACCEPTED:


/s/ Michael DeDomenico
----------------------
Michael DeDomenico


<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 option granted to me on
June 2, 2000,  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 of
                                    $________,  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,


                                                  --------------------------
                                                  Michael DeDomenico