EXECUTION COPY

                                 AMENDMENT NO. 2

                  AMENDMENT  NO.  2  dated  as of May  4,  1999  to the  Warrant
Agreement referred to below, between:

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

                  each of the Initial Holders,  including the Additional Initial
         Holders  (as  defined  below),  appearing  under the  caption  "INITIAL
         HOLDERS" on the signature pages hereto (each, an "Initial Holder",  and
         collectively, the "Initial Holders").

                  WHEREAS,  the  Company  and the  Initial  Holders  (other than
SunTrust Banks, Inc.  ("SunTrust")) are party to a Warrant Agreement dated as of
October 31, 1997 (as heretofore  modified and  supplemented and in effect on the
date hereof, the "Warrant Agreement");

                  WHEREAS, pursuant to the Warrant Agreement, in connection with
the issuance by the Company of $30,000,000  aggregate principal amount of Senior
Subordinated  Notes (the "2004 Notes") and as an inducement  for the purchase by
the Initial Holders (other than SunTrust and Nationsbanc  Montgomery Securities,
Inc.) of such $30,000,000  aggregate  principal amount of the Notes, the Company
issued Warrants to such Initial Holders  providing for the purchase of shares of
Common Stock of the Company;

                  WHEREAS,  in connection with the issuance by the Company of up
to an additional  $15,000,000  aggregate principal amount of Senior Subordinated
Notes due 2005 (the "2005 Notes", and together with the 2004 Notes, the "Notes")
to each of Chase Equity  Associates L.P. ("Chase Capital") and SunTrust (each, a
"2005 Note Initial  Holder") and as an  inducement  for the purchase by the 2005
Note Initial Holders of up to such $ 15,00O,000  aggregate  principal  amount of
the 2005  Notes,  the  Company  has  agreed to issue  Warrants  to the 2005 Note
Initial  Holders  providing  for the  purchase of shares of Common  Stock of the
Company;

                  WHEREAS, SunTrust desires to become an Initial Holder party to
the Warrant  Agreement and each 2005 Note Initial Holder desires to purchase the
2005 Notes from the Company,  and the Company  desires to issue to the 2005 Note
Initial  Holders,  a Warrant  having the same terms as the  Warrants  heretofore
issued by the Company and as amended  (including the amendments thereto effected
by this Amendment No. 2) under the Warrant  Agreement (as amended  hereby).  The
Company and the Initial Holders  (including the 2005 Note Initial  Holders) wish
to amend the Warrant  Agreement to add SunTrust as an Initial Holder  thereunder
and to provide for the  issuance of such  additional  Warrants and to make other
modifications to the Warrant  Agreement and the Warrants  heretofore  issued and
outstanding thereunder.



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                  Accordingly, the parties hereto hereby agree as follows:

                  Section 1.  Definitions.  Except as otherwise  defined in this
Amendment  No. 2, terms  defined in the  Warrant  Agreement  are used  herein as
defined therein.

                  Section 2.  Amendments  to Warrant  Agreement.  Subject to the
satisfaction  of the  conditions  precedent  specified  in Section 5 below,  but
effective as of the date hereof, the parties to the Warrant Agreement agree that
the Warrant Agreement shall be amended as follows:

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

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

                           "Amendment No. 2" shall mean Amendment No. 2 dated as
         of May 4, 1999 to this Agreement.

                           "First 2005 Note Closing Date" shall have the meaning
         assigned  to  such  term  in  the  Senior  Subordinated  Note  Purchase
         Agreement.

                           "Second  2005  Note  Closing  Date"  shall  have  the
         meaning assigned to such term in the Senior  Subordinated Note Purchase
         Agreement.

                           "Senior  Subordinated Note Purchase  Agreement" shall
         mean  the  Senior  Subordinated  Note  Purchase  Agreement  dated as of
         October 31, 1997 between the Company,  the subsidiary  guarantors party
         thereto and the investors party thereto,  as amended and in effect from
         time to time.

                           "2005 Note  Initial  Holder"  shall have the  meaning
         assigned to such term in Section 2.07 and Section 2.08 hereof.

                  C. A new  Section  2.08 is added to the Warrant  Agreement  to
read as follows:

                  "SECTION 2.08 Issuance of Additional Warrants.  (a) Subject to
         and upon the conditions set forth in this Agreement,  the Company shall
         issue to each of Chase Equity  Associates  L.P.  ("Chase  Capital") and
         SunTrust Banks, Inc.  ("SunTrust" and, together with Chase Capital, the
         "2005 Note Initial  Holders"),  on the First 2005 Note Closing Date and
         for no cash consideration,  a Warrant (the "2005 Note Warrants") in the
         form of Annex 1 to this  Agreement  covering such number of Stock Units
         as is equal to the



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         percentage  of the issued and  outstanding  shares of Common Stock on a
         fully  diluted  basis on the date of issuance of such 2005 Note Warrant
         as is specified  opposite the name of such 2005 Note Initial  Holder in
         Part A of Schedule 1 to Amendment No. 2. The number of shares of Common
         Stock  comprising  each  Stock Unit  covered by the 2005 Note  Warrants
         issued under this Agreement  shall be subject to adjustment as provided
         in Sections 6 and 7 hereof.  Each 2005 Note Warrant shall  constitute a
         Warrant,  and each 2005 Note Initial Holder shall be an Initial Holder,
         for all  purposes  of this  Agreement.  On the First 2005 Note  Closing
         Date,  the Company  shall  deliver to each 2005 Note  initial  Holder a
         single  certificate  for the  Warrant to be  acquired  by such  Initial
         Holder hereunder, registered in the name of such Initial Holder.

                           (b) Subject to and upon the terms and  conditions set
         forth in the this Agreement,  on the Second 2005 Note Closing Date, the
         Company  shall  (i)  issue to each 2005  Note  Initial  Holder  (or its
         transferees,  as the  case may be)  Warrants  in the form of Annex 1 to
         this  Agreement  covering such number of Stock Units as is equal to the
         percentage of the issued and outstanding  shares of the Common Stock on
         a fully  diluted  basis on the date of issuance of such  Warrants as is
         specified  opposite the name of such 2005 Note Initial Holder in Part B
         of  Schedule  I to  Amendment  No.  2, (ii)  deliver  to each 2005 Note
         Initial Holder a single  certificate for the Warrants to be acquired by
         such 2005 Note Initial Holder hereunder on such date, registered in the
         name of such 2005 Note Initial  Holder,  except that, if such 2005 Note
         Initial  Holder  shall  notify the  Company  in  writing  prior to such
         issuance  that it desires  certificates  for  Warrants  to be issued in
         other denominations or registered in the name or names of any Person or
         Persons  referred  to in  Section  5.01  (a)(i)  or (ii)  hereof or any
         nominee or nominees for its or their benefit, then the certificates for
         Warrants  shall be  issued  to such  2005  Note  Initial  Holder in the
         denominations  and  registered  in the name or names  specified in such
         notice,  and (iii)  deliver  to each 2005 Note  Initial  Holder a legal
         opinion  from counsel to the Company in form and  substance  reasonably
         satisfactory to each 2005 Note Initial  Holder.  Each 2005 Note Warrant
         shall constitute a Warrant,  and each 2005 Note Initial Holder shall be
         an Initial Holder, for all purposes of this Agreement."

                  D.  Schedules  1 and 2 to the  Warrant  Agreement  are  hereby
amended  to  read as set  forth  in  Schedules  1 and 2,  respectively,  to this
Amendment No. 2.

                  E.  The form of  Warrant  attached  as Annex 1 to the  Warrant
Agreement  shall be  amended  by  deleting  the  amount  "$16.40"  in the  first
paragraph of such form and adding in lieu thereof the amount "$6.65."

                  Section 3. Amendments to Warrants. Subject to the satisfaction
of the conditions  precedent  specified in Section 5 below,  but effective as of
the date  hereof,  the Company  agrees for the benefit of each of holders of the
Warrants  heretofore  issued by the  Company  under the  Warrant  Agreement,  as
amended and outstanding thereunder on the date hereof (the "Existing Warrants"),
that each of the Existing Warrants (other than Warrant No. 5 to purchase 30,000



<PAGE>

Stock Units held by NationsBanc Montgomery Securities, Inc. and Warrant No. 7 to
purchase  43,715  Stock Units held by DK  Acquisition  Partners,  L.P.) shall be
amended by  deleting  the amount "$ 12.40" in the first  paragraph  thereof  and
adding in lieu thereof the amount $6.65. "

                  Section 4. Representations and Warranties.

                  (a) The Company represents and warrants to the Initial Holders
that (i) the  representations  and  warranties  set  forth in  Section  3 of the
Warrant  Agreement as amended hereby are true and complete on the date hereof as
if made on and as of the date hereof and as if each  reference in said Section 3
to "this  Agreement"  (or  words of  similar  import)  referred  to the  Warrant
Agreement  as amended by this  Amendment  No. 2 and (ii) no default has occurred
and is continuing.

                  (b) Each 2005 Note Initial  Holder  represents  to the Company
that the  representations set forth in Section 2.03 of the Warrant Agreement are
true and complete  with respect to such 2005 Note Initial  Holder on the date of
each issuance of the 2005 Note Warrants as if made on and as of such date and as
if each reference in said Section 2.03 to "this  Agreement" (or words of similar
import) referred to the Warrant Agreement as amended by this Amendment No. 2.

                  Section 5.  Conditions  Precedent.  As  provided  in Section 2
above, the amendments to the Warrant Agreement set forth in said Section 2 shall
become effective,  as of the date hereof, upon the execution and delivery of one
or more  counterparts  of this  Amendment No. 2 by the Company and Holders of at
least 66-2/3% of the Restricted Warrants.

                  Section  6.  Miscellaneous.  Except  as herein  provided,  the
Warrant  Agreement  shall remain  unchanged  and in full force and effect.  This
Amendment  No. 2 may be  executed  in any number of  counterparts,  all of which
taken together shall  constitute one and the same amendatory  instrument and any
of the  parties  hereto may  execute  this  Amendment  No. 2 by signing any such
counterpart.  This  Amendment  No. 2 shall be  governed  by,  and  construed  in
accordance with, the law of the State of New York.





<PAGE>
                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  No. 2 to be duly  executed and delivered as of the day and year first
above written.

                                        NUCO2 INC.



                                        By: /s/ Joann Sabatino
                                            -----------------------------------
                                            Name:  Joann Sabatino
                                            Title: Chief Financial Officer/
                                                   Treasurer




<PAGE>



                                        INITIAL HOLDERS

                                        CHASE EQUITY ASSOCIATES L.P.
                                        By Chase Capital Partners,
                                        its general partner



                                        By_____________________________________
                                          Title:


                                        ORIX USA CORPORATION



                                        By_____________________________________
                                          Title:


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



                                        By_____________________________________
                                          Title:


                                        DK ACQUISITION PARTNERS, L.P.

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



                                        By_____________________________________
                                          Title:


                                        NATIONSBANC MONTGOMERY SECURITIES,
                                        INC.


                                        By_____________________________________
                                          Title:




<PAGE>

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



                                        By_____________________________________
                                          Title:


                                        SUNTRUST BANKS, INC.




                                        By_____________________________________
                                          Title:





<PAGE>
                                                                      Schedule 1


PART A: First 2005 Note Closing Date                                 Percentage

CHASE EQUITY ASSOCIATES L.P.                                             3.90%

SUNTRUST BANKS, INC.                                                     0.60%
                                                                         -----
                                                  Total                  4.50%
                                                                         =====

PART B: Second 2005 Note Closing Date

CHASE EQUITY ASSOCIATES L.P.                                             1.95%

SUNTRUST BANKS, INC.                                                     0.30%
                                                                         -----
                                                  Total                  2.25%
                                                                         =====