EXHIBIT 10.7

            THIS LEASE  ("Lease"),  dated as of February 1, 1998, by and between
Edward M. Sellian  ("Landlord"),  having an office at 6794 SE Isle Way,  Stuart,
Florida  and NuCo2 Inc.  ("Tenant")  having an office at 2800 S.E.  Marketplace,
Stuart, Florida 34997.

                              W I T N E S S E T H:

            IN CONSIDERATION  OF THE MUTUAL  COVENANTS AND CONDITIONS  CONTAINED
HEREIN, the parties hereby agree as follows:

            1. DEMISED  PREMISES:  Landlord  hereby  leases to Tenant and Tenant
hereby takes and leases from Landlord, upon the terms and conditions hereinafter
set out, the property located at 2820 SE Market Place,  Stuart,  Florida and all
improvements located thereon,  including,  without limitation, the building (the
"Building"),   together  with  all  the  rights  and   appurtenances   thereunto
appertaining,  [including, without limitation, the parking area on the sides and
rear  of  the  Building  up to  the  adjoining  street  and  property  line,  as
appropriate],  hereinafter  collectively  referred to as the  "Premises",  [said
premises being more particularly described on Exhibit A1].

            2. Intentionally Deleted.

            3. TERM:  The term (the "Term") hereof shall commence on February 1,
1998(the  "Commencement  Date") and expire on January 21, 2003 (the  "Expiration
Date").

            4. EXTENSION OPTION:  Tenant shall have the right, at its option, to
extend  the  term of this  Lease  for an  additional  term  of five  years  (the
"Extension  Option"),  commencing  from and after the expiration of the original
term, upon the same terms and conditions as are herein set forth.

<PAGE>
            5. RENT:  The rent (the  "Rent")  during the Term shall be $5,500.00
per month,  due and payable on the first day of each month during the Term, made
payable to Landlord and delivered to Landlord at its address set forth above. If
the  Commencement  Date is not the first day of a calendar month,  then the Rent
shall be prorated to the end of that calendar month.

            6. SECURITY DEPOSIT: Tenant has this day deposited with Landlord the
sum of  $0(the  "Security  Deposit")  as  security  for the  full  and  faithful
performance  by Tenant of all the terms,  covenants and conditions of this Lease
upon  Tenant's  part to be performed,  which said sum (with  interest)  shall be
returned to Tenant after the time fixed as the expiration of the Term,  provided
Tenant has fully and  faithfully  carried out all of said terms,  covenants  and
conditions on Tenant's part to be performed.

            7. USE:  The Premises  are for the use and  occupation  by Tenant as
office and warehouse space and all related uses. In connection therewith,  NuCo2
Inc.  intends to use the  Premises  for the storage,  sale and  distribution  of
Carbon Dioxide products for the restaurant industry.

            8. ASSIGNMENT AND SUBLETTING:  Tenant shall not assign this Lease or
sublet  any  portion  of the  Premises  without  the prior  written  consent  of
Landlord,   which  consent  shall  not  be  unreasonably  delayed  or  withheld.
Notwithstanding  anything  in this  Lease to the  contrary,  including,  without
limitation,  the  immediately  preceding  sentence,  (a)  Tenant  may  assign or
sublease  part or all of the  Premises  without  Landlord's  consent to: (i) any
corporation  or  partnership  that  controls,  is controlled by, or is in common
control  with,  Tenant;  or (ii) any  corporation  resulting  from the merger or
consolidation  with Tenant or to any entity that acquires all of Tenant's assets
as a going concern of the business that is being  conducted on the Premises,  as
long as the  assignee  or  sublessee  is a bona  fide  entity  and  assumes  the
obligations of Tenant, and (b) Tenant may assign, mortgage,  encumber, pledge or
otherwise  transfer its interest in this Lease to a lender  and/or in connection
with any financing  transaction.  Notwithstanding  anything in this Lease to the
contrary,  a  transfer  of  control  of shares of Tenant  shall not be deemed an
assignment or sublease of this Lease.

                                      -2-
<PAGE>
            9. COMPLIANCE;  QUIET ENJOYMENT;  CONDITION:  Landlord  warrants and
represents  that it is the fee simple  title  holder to the  Premises.  Landlord
further  warrants and  represents  that it has full power and authority to lease
the Premises as herein provided.  Landlord covenants and agrees with Tenant that
so long as Tenant keeps and performs all of the covenants and  conditions on the
part of the Tenant to be kept and performed hereunder,  Tenant shall have quiet,
undisturbed and continued possession of the Premises, 24 hours a day, 365 days a
year, free from any claims against  Landlord and all persons  claiming under, by
or through Landlord, during the Term and any renewal terms hereunder.

                        Landlord   warrants   and   represents   that   on   the
Commencement Date:

                        (a) all applicable  laws,  ordinances,  regulations  and
                        restrictive  covenants permit the Premises to be used by
                        Tenant as described in Section 7 herein;

                        (b)  the  Premises  will  be  in  compliance   with  all
applicable laws, ordinances, rules and regulations of governmental authorities;

                        (c) the Premises shall be in broom clean condition;

                        (d) all utility services (including, without limitation,
                        natural gas, heat, light,  power, three phase electrical
                        power, sewer service,  telephone, and water) serving the
                        Premises are (1)  sufficient  for the  Premises,  (2) in
                        good working order, and (3) separately metered;

                        (e) the  Premises are in good repair and the heating and
                        air  conditioning  units,  the plumbing  and  electrical
                        systems as well as all mechanical systems,  doors, locks
                        and windows are in good working order;

                        (f) the Taxes (as hereinafter defined) have been paid to
date;

                        (g) the  Premises  are free and clear of all  mortgages,
                        liens, encumbrances, easements, restrictions, mortgages,
                        tenancies or right of any party to possess or occupy the
                        Premises; and

                                      -3-

<PAGE>
                        (h) there are (A) no common  area  charges or charges of
                        similar import,  (B) no merchant  association or similar
                        type of  charges,  and (iii) no taxes,  charges,  costs,
                        fees,  or expenses to be incurred  by, or imposed  upon,
                        the Tenant other than those set forth in this Lease.

            10.  MAINTENANCE,  REPAIRS,  ALTERATIONS:  (a) Tenant shall keep the
Premises in good repair;  provided  however,  Landlord shall be responsible  for
maintaining,  repairing and  replacing,  the roof,  exterior  walls,  structural
foundations,  heating,  ventilation and air conditioning systems, and sewage and
plumbing systems.  Tenant shall permit no waste, damage or intentional injury to
the Premises.  Subject to the terms hereof,  Tenant shall surrender the same, on
the  Expiration  Date,  in as good  condition as received,  normal wear and tear
excepted.

            (b) Except as may otherwise be provided herein,  Tenant will make no
material  alterations in or to the Demised  Premises without the written consent
of Landlord, said consent not to be unreasonably withheld or delayed.

            11. IMPROVEMENTS: Tenant shall be permitted to install a copper pipe
(the "Pipe") through a wall in the Premises leading to the outdoors, in order to
facilitate the delivery of carbon dioxide  products to the Tenant.  Tenant shall
remove  said  pipe and  restore  said  portion  of the wall  upon  vacating  the
Premises.  Except for the Pipe and the Work, no material improvement or material
alteration of the Premises  shall be made without the prior  written  consent of
Landlord, which consent shall not be unreasonably delayed or withheld.

            12.  INDEMNIFICATION  OF LANDLORD:  Tenant will  indemnify  and save
harmless Landlord from any damages or loss by reason of any breach, violation or
non-performance  of any  condition  hereof on the part of  Tenant.  Tenant  will
indemnify,  protect and save  harmless  Landlord  herein,  from any loss,  cost,
damage,  or expense  caused by injuries to persons or property,  while in, on or
about the  Premises.  Notwithstanding  anything  in the  Lease to the  contrary,
including, without limitation, the immediately preceding two sentences, Landlord
shall be liable, and Tenant shall not indemnify or hold harmless  Landlord,  for
injuries to persons or damage to property  sustained by Tenant or other  persons
where such  injury and damage is the result of the failure of Landlord to comply
with  Landlord's  obligations  under  the  Lease  or the  result  of  the  gross
negligence or wilful misconduct of Landlord, its employees, invitees, customers,
contractors, servants, licensees or agents.

                                      -4-
<PAGE>
            13. ENTRY AND INSPECTION: Tenant shall permit Landlord or Landlord's
agents to enter  upon the  Premises  at  reasonable  times  and upon  reasonable
notice,  for the purpose of inspecting  the same, and will permit  Landlord,  at
reasonable times and upon reasonable notice, within sixty (60) days prior to the
expiration of this Lease, to place upon the Premises a standard for "rent and/or
sale" sign, and permit persons desiring to lease or purchase the same to inspect
the Premises thereafter,  at reasonable times and upon reasonable notice. In the
event of an emergency  situation,  Landlord  shall be able to enter the Premises
without notice, but shall notify Tenant immediately  thereafter if Tenant is not
in Premises upon Landlord's entry thereof.

            14.  NON-DISTURBANCE:  If any  mortgage,  deed of trust  or  similar
security  agreement  (each such  mortgage,  deed of trust or security  agreement
being  hereinafter  referred  to as a  "Mortgage")  is placed  on the  Premises,
I.E.,becomes   an  encumbrance  on  the  Premises,   Landlord  shall  deliver  a
non-disturbance  agreement from the holder (the "Holder") of said Mortgage, said
non-disturbance  agreement to provide  that if no Event of Default  exists under
this Lease,  then,  notwithstanding a default by Landlord under the Mortgage (a)
Tenant's  possession  of the  Premises  shall  not be  disturbed,  and  (b)  the
obligations  of Landlord  (and its  successors  or assigns,  including,  without
limitation, the Holder) under this Lease shall remain unchanged.

            15.  TAXES:  Tenant  shall be required  to pay(a) all real  property
taxes,  assessments  or  governmental  charges  levied or  assessed  against the
Premises  and/or  the Rent or any  charges in lieu  thereof;  (b) any charge for
depreciation  of the  Building  and any  interest or other  financing  charge in
connection  therewith;  (c) any charge for Landlord's  income,  excise,  profit,
franchise or any tax of similar  nature that is or may be imposed in  connection
with this Lease on Landlord or Tenant;  (d) any sales tax of any nature relating
to this Lease imposed on Landlord or Tenant;  and (e) any commercial rent tax or
other charges  assessed  against the Premises or in  connection  with this Lease
(items (a) - (e) being collectively referred to as the "Taxes").

                                      -5-

<PAGE>
            16.  UTILITIES:  Tenant shall be responsible  for the payment of all
utilities, including water, gas, electricity and heat delivered to the Premises.
Notwithstanding  anything herein to the contrary,  Landlord shall be responsible
and shall pay for, if not already done,  bringing  ("hooking  up") all utilities
and utility services to the Premises.

            17.  INSURANCE:  Tenant shall  maintain at Tenant's  expense  public
liability insurance covering the Premises and operations of Tenant having limits
of  liability  of not less than  $500,000  bodily  injury  per  occurrence  plus
$1,000,000  property  damage  per  occurrence,  or a  combined  single  limit of
liability not less than $500,000 per occurrence.  Tenant may carry any or all of
such insurance under blanket policies.

                        To the maximum  extent  permitted by insurance  policies
which may be owned by Landlord or Tenant,  Tenant and Landlord,  for the benefit
of each other,  waive any and all rights of  subrogation  which might  otherwise
exist.

            18. SIGNS:  Tenant shall not construct any projecting sign or awning
without  prior  written  consent  of  Landlord,   which  consent  shall  not  be
unreasonably delayed or withheld.

            19.  CONDEMNATION:  If the Premises,  or any part thereof,  shall be
taken or condemned for public use, and said taking or condemnation would prevent
or materially interfere with the use of the Premises for the purposes then being
used, then,  Tenant shall have the option to terminate this Lease and, if Tenant
exercises said option,  the terms hereby granted and all rights and  obligations
of Tenant hereunder shall immediately cease and terminate,  except that the Rent
shall be adjusted as of the date of such termination of the Lease.

                        If  this  Lease  is  not  terminated   pursuant  to  the
immediately  foregoing  paragraph,  this Lease shall  continue in full force and
effect,  but the  Rent  shall  be  adjusted  as of the  time of such  taking  to
equitably reflect the change in the size of the remaining property. In the event
of such taking, Landlord and Tenant shall each be entitled to receive and retain
such  separate  awards as may be allocated to their  respective  interest in any
condemnation proceeding.

                                      -6-

<PAGE>
            20. TRADE FIXTURES:  Any and all  improvements  made to the Premises
during the term hereof shall belong to the  Landlord,  except trade  fixtures of
the Tenant.  Notwithstanding  anything to the contrary in the Lease,  including,
without limitation,  the immediately  preceding sentence,  Tenant shall have the
right to remove its furniture,  equipment,  furnishing, trade fixtures, tangible
and intangible  personal  property at any time during,  and after expiration of,
the Term at its sole  discretion  and none of the foregoing  items shall ever be
deemed to be the  property of  Landlord,  but Tenant shall repair or pay for all
repairs  necessary  for  damages to the  Premises  occasioned  by the  foregoing
described removal. Furthermore,  Landlord hereby waives any and all liens it has
or may hereinafter have on Tenant's  furniture,  equipment,  furnishings,  trade
fixtures, tangible and intangible personal property.

            21.  DESTRUCTION  OF PREMISES:  In the event of a destruction of the
Premises,  or part  thereof,  during the term hereof,  from any cause,  Landlord
shall forthwith  repair the same,  provided that such repairs can be made within
sixty (60) days  under  existing  governmental  laws and  regulations,  but such
destruction shall not terminate this Lease, except that Tenant shall be entitled
to a  proportionate  reduction of Rent while such repairs are being made,  based
upon the extent to which the said  destruction  and the  making of such  repairs
shall  interfere  with the business of Tenant on the  Premises.  If such repairs
cannot be made within said sixty (60) days, then this Lease may be terminated at
the option of either party.  If (a) the repairs can be made within 60 days,  and
(b) Landlord has undertaken said repairs, then, if said repairs are not complete
within said 60 days, Tenant may terminate this Lease.

            22.  INSOLVENCY:  In the event a receiver is  appointed to take over
the business of Tenant,  or in the event Tenant makes a general  assignment  for
the  benefit  of  creditors,  or Tenant  takes or suffers  any action  under any
solvency  or  bankruptcy  act,  and any of the same  shall  not be  reversed  or
dismissed  within  sixty  days  from the date  thereof,  then such  event  shall
constitute an Event of Default (as defined herein).

            23.  REMEDIES OF OWNER ON DEFAULT:  In the event any material breach
of this Lease by Tenant is not cured  within  ten  business  days  after  Tenant
receives notice thereof from Landlord,  such breach shall be an event of default
("Event of Default") and Landlord shall have the right to:

            (a) annul and terminate this Lease, and thereupon  re-enter and take
            possession of the Premises; or

                                      -7-

<PAGE>

            (b) re-enter and re-let the Premises from time to time, as agents of
            Tenant,  and such  re-entry  and/or  re-letting  shall not discharge
            Tenant from any  liability  or  obligations  hereunder,  except that
            rents collected as a result of such re-letting  shall be a credit on
            Tenant's  liability  for  rents  under  the  terms  of  this  Lease.
            Notwithstanding  anything  herein to the  contrary,  the  failure of
            Tenant to cure any  material  breach of this Lease  within  said ten
            business days shall not be an Event of Default if such breach cannot
            be cured  within  said ten  business  days and Tenant is  diligently
            pursuing the remedy of said breach.

            24.  Intentionally Deleted.

            25.  ATTORNEY'S FEES: In case suit should be brought for recovery of
the  Premises,  or for any sum due  hereunder,  or  because of any act which may
arise out of the  possession of the Premises,  by either party,  the  prevailing
party shall be entitled to all costs  incurred in  connection  with such action,
including a reasonable attorney's fee.

            26. WAIVER:  No failure of Landlord to enforce any term hereof shall
be deemed to be a waiver.

            27. NOTICES: All notices,  request, demands and other communications
which are  required  or may be given  under this Lease  shall be in writing  and
shall be deemed to have been duly given when  delivered (a)  personally,  (b) by
nationally recognized overnight courier, or (c) by registered or certified mail,
return  receipt   requested,   postage  prepaid,   in  any  case,  with  receipt
acknowledged:

                (a)         If to Tenant to:

                            NuCo2 Inc.
                            2800 S.E. Market Place
                            Stuart, Florida 34997
                            Attention:  Robert Ranieri

                (b)         If to Landlord to:

                            Edward M. Sellian
                            6794 SE Isle Way
                            Stuart, FL 34996

                                      -8-

<PAGE>
or to any such other  address as any party  shall  have  specified  by notice in
writing to the other in compliance with this Section.

            28.  HOLDING OVER: If Tenant  continues to occupy the Premises after
the expiration of the Term or after a forfeiture,  then Tenant shall continue as
a tenant  under the terms of the Lease  (except  as to  duration)  from month to
month and each holding over  thereafter  shall in like manner create and cause a
similar extension of this Lease from month to month.

            29.  SUCCESSORS IN INTEREST:  Every provision  hereof  applicable to
Landlord and every provision hereof  applicable to Tenant shall also bind, apply
to and  run in  favor  of  "their  respective  successors  in  interest,  heirs,
executors,  administrators  or  personal  representatives"  as  fully as if said
quoted words were inserted after the word "Landlord" and "Tenant"  wherever they
appear herein, except that this provision shall not permit the assignment of the
Lease, or subleasing of the Premises except on the conditions here imposed.

            30.  ENVIRONMENTAL:  Tenant shall have no  obligation,  liability or
responsibility  with  respect to any  environmental  liability  pursuant  to the
Comprehensive  Environmental  Response,   Compensation  and  Liability  Act,  as
amended,  and the regulations  promulgated  thereunder and all other  applicable
federal,  state and local laws,  rules and  regulations,  which results from the
business  or  operations  of  Landlord  at the  Premises on or prior to the date
hereof or after the  expiration  of this lease or which results from the acts or
omissions of anyone other than Tenant, Tenant's employees, agents or invitees.

            31.   RECORDING:   Either  party  hereto  may  record  a  memorandum
evidencing the existence of this Lease,  said memorandum to contain  information
customary for memoranda  evidencing  similar leased premises in  ______________.
Each party hereto agrees to timely execute such a memorandum if requested by the
other party.

            32. COUNTERPART:  This Lease may be executed in counterpart, each of
which shall be deemed an original and all of which, together, shall be deemed to
be the same instrument.

                                      -9-

<PAGE>
            33. RIDERS:  All riders attached hereto are by reference made a part
hereof and any terms or  conditions of such rider,  in conflict or  inconsistent
with this printed lease, shall supersede and control.

            34.  CAPTIONS:  The  captions  in the  margin of this  Lease are for
convenience only and are not a part of this Lease and do not in any way limit or
amplify the terms and provisions of this Lease.

                        IN WITNESS  WHEREOF,  Landlord and Tenant have  executed
this Lease as of the date first above set forth.


                                           /S/ EDWARD M. SELLIAN
                                           -------------------------------
                                                                , Landlord


                                           NUCO2 INC., Tenant


                                           By:/S/ ROBERT RANIERI
                                              ----------------------
                                           Name:


                                      -10-