EXHIBIT 10.1

                                   NUCO2 INC.

                             1995 STOCK OPTION PLAN


1.          PURPOSES

                        The  purpose  of  the  Plan  is  to  provide  additional
incentive  to the  officers  and  employees  of the  Company  who are  primarily
responsible  for  the  management  and  growth  of  the  Company,  or  otherwise
materially  contribute to the conduct and direction of its business,  operations
and affairs,  in order to strengthen their desire to remain in the employ of the
Company and to stimulate  their efforts on behalf of the Company,  and to retain
and  attract to the employ of the  Company  persons of  competence.  Each option
granted  pursuant to the Plan shall be designated at the time of grant as either
an "incentive stock option" or as a "non-qualified  stock option." The terms and
conditions  of the Plan shall be set forth or  incorporated  by reference in the
option agreements evidencing the options.

2.          DEFINITIONS

                        For  the  purposes  of  the  Plan,  unless  the  context
otherwise requires, the following definitions shall be applicable:

                        (a)         "Board"  or "Board of  Directors"  means the
Company's Board of Directors.

                        (b)         "Code"  means the  Internal  Revenue Code of
1986, as amended.

                        (c)         "Committee" means the Stock Option Committee
composed  of two or more  members  of the Board of  Directors,  and who shall be
responsible  for  administering  the Plan.  Each of the members of the Committee
shall be a Disinterested Person.

                        (d)         "Company" means NuCo2 Inc.

                        (e)         "Disinterested Person" means a disinterested
person, as defined in Rule 16b-3 under the Exchange Act.


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                        (f)         "Employee"  means an employee of the Company
or of a  Subsidiary  (including  a  director  or  officer  of the  Company  or a
Subsidiary who is also an employee).

                        (g)         "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

                        (h)         "Fair Market  Value" of the Shares means the
closing price of publicly traded Shares on the national  securities  exchange on
which the  Shares  are  listed  (if the  Shares  are so listed) or on the Nasdaq
National  Market  (if the  Shares are  regularly  quoted on the Nasdaq  National
Market),  or, if not so listed or regularly quoted, the mean between the closing
bid and asked prices of publicly traded Shares in the  over-the-counter  market,
or, if such bid and asked  prices  shall not be  available,  as  reported by any
nationally   recognized  quotation  service  selected  by  the  Company,  or  as
determined by the Committee in a manner  consistent  with the  provisions of the
Code.

                        (i)         "ISO" means an option intended to qualify as
an incentive stock option under Section 422 of the Code.

                        (j)         "NQO"  means an option that does not qualify
as an ISO.

                        (k)         "Plan"  means the 1995 Stock  Option Plan of
the Company.

                        (l)         "Securities Act" means the Securities Act of
1933, as amended.

                        (m)         "Shares"   means  shares  of  the  Company's
Common Stock,  $.001 par value,  including  authorized  but unissued  shares and
shares that have been previously issued and reacquired by the Company.

                        (n)         "Subsidiary"   of  the  Company   means  and
includes a "Subsidiary  Corporation,"  as that term is defined in Section 425(f)
of the Code.

3.          ADMINISTRATION

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                        Subject  to the  express  provisions  of the  Plan,  the
Committee shall have authority to interpret and construe the Plan, to prescribe,
amend and rescind rules and  regulations  relating to it, to determine the terms
and conditions of the respective option agreements (which need not be identical)
and  to  make  all  other   determinations   necessary  or  advisable   for  the
administration of the Plan.  Subject to the express  provisions of the Plan, the
Committee, in its sole discretion, shall from time to time determine the persons
from  among  those  eligible  under  the Plan to whom,  and the time or times at
which,  options  shall be  granted,  the  number of Shares to be subject to each
option, whether an option shall be designated an ISO or an NQO and the manner in
and price at which such option may be exercised.  In making such  determination,
the Committee may take into account the nature and period of service rendered by
the respective optionees,  their level of compensation,  their past, present and
potential  contributions  to the Company and such other factors as the Committee
shall in its discretion deem relevant.  The  determination of the Committee with
respect to any matter referred to in this Section 3 shall be conclusive.

4.          ELIGIBILITY FOR PARTICIPATION

                        Any  Employee  shall be eligible to receive ISOs or NQOs
granted under the Plan.

5.          LIMITATION ON SHARES SUBJECT TO THE PLAN

                        Subject to adjustment as hereinafter  provided,  no more
than 850,000  Shares may be issued  pursuant to the exercise of options  granted
under the Plan. If any option shall expire or terminate for any reason,  without
having been exercised in full,  the  unpurchased  Shares  subject  thereto shall
again be available for the purposes of the Plan.

6.          TERMS AND CONDITIONS OF OPTIONS

                        Each option  granted  under the Plan shall be subject to
the following terms and conditions:

                        (a)         Except as provided in Subsection  6(j),  the
option price per Share shall be  determined by the  Committee,  but (i) as to an
ISO shall not be less than 100% of the Fair Market Value of a

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Share on the date such ISO option is granted;  and (ii) as to an NQO,  shall not
be less  than 75% of the Fair  Market  Value of a Share on the date  such NQO is
granted.

                        (b)         The Committee shall, in its discretion,  fix
the term of each option,  provided  that the maximum  length of the term of each
option  granted  hereunder  shall  be 10 years  and  provided  further  than the
provisions of Subsection 6(j) hereof shall be applicable to the grant of ISOs to
Employees therein identified.

                        (c)         If a holder  of an option  dies  while he is
employed by the Company or a Subsidiary, such option may, to the extent that the
holder of the option was  entitled  to  exercise  such option on the date of his
death, be exercised  during a period after his death fixed by the Committee,  in
its  discretion,  at the time such option is granted,  but in no event to exceed
one year, by his personal  representative or representatives or by the person or
persons to whom the  holder's  rights  under the option shall pass by will or by
the  applicable  laws of descent and  distribution  or by a  qualified  domestic
relations order; provided, however, that no option granted under the Plan may be
exercised to any extent by anyone after its expiration.

                        (d)         In the  event  that a  holder  of an  option
shall voluntarily  retire or quit his employment  without the written consent of
the Company or a Subsidiary or if the Company shall  terminate the employment of
a holder of an option for cause, the options held by such holder shall forthwith
terminate.  If a  holder  of an  option  shall  voluntarily  retire  or quit his
employment  with the written  consent of the Company or a Subsidiary,  or if the
employment  of such  holder  shall  have been  terminated  by the  Company  or a
Subsidiary  for  reasons  other than  cause,  such holder may (unless his option
shall have previously  expired  pursuant to the provisions  hereof) exercise his
option at any time prior to the first to occur of the expiration of the original
option  period or the  expiration  of a period after  termination  of employment
fixed by the Committee,  in its  discretion,  at the time the option is granted,
but in no event to exceed  three  months,  to the extent of the number of Shares
subject to such option which were  purchasable by him on the date of termination
of his  employment.  Options granted under the Plan shall not be affected by any
change of employment so long as the holder thereof continues to be an Employee.

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                        (e)         Anything to the contrary contained herein or
in any option  agreement  executed and delivered  hereunder,  no option shall be
exercisable  unless and until the Plan has been approved by  stockholders of the
Company in accordance with Section 13 hereof.

                        (f)         Each  option  shall  be  nonassignable   and
nontransferable  by the option holder  otherwise  than by will or by the laws of
descent and  distribution  and shall be  exercisable  during the lifetime of the
option holder solely by him.

                        (g)         An option  holder  desiring  to  exercise an
option shall exercise such option by delivering to the Company written notice of
such exercise,  specifying  the number of Shares to be purchased,  together with
payment of the purchase price therefor;  provided, however that no option may be
exercised in part with respect to fewer than 100 Shares,  except to purchase the
remaining  Shares  purchasable  under  such  option.  Payment  shall  be made as
follows: (i) in United States dollars by cash or by check, certified check, bank
draft or money order payable to the order of the Company; (ii) at the discretion
of the  Committee,  by  delivering  to the Company  Shares  already owned by the
option  holder and having a Fair Market  Value on the date of exercise  equal to
the exercise  price,  or a combination  of such Shares and cash; or (iii) by any
other proper method specifically approved by the Committee.

                        (h)         In order to assist an option holder with the
acquisition  of Shares  pursuant to the exercise of an option  granted under the
Plan, the Committee may, in its  discretion and subject to the  requirements  of
applicable  statutes,  rules and regulations,  whenever,  in its judgment,  such
assistance may reasonably be expected to benefit the Company,  authorize, either
at the time of the grant of the option or thereafter (i) the extension of a loan
to the option  holder by the Company,  (ii) the payment by the option  holder of
the purchase price of the Shares in  installments,  or (iii) the guaranty by the
Company  of a loan  obtained  by the  option  holder  from a  third  party.  The
Committee  shall  determine  the  terms of any such  loan,  installment  payment
arrangement  or  guaranty,  including  the  interest  rate  and  other  terms of
repayment thereof. Loans, installment payment arrangements and guaranties may be
authorized with or without  security and the maximum amount thereof shall be the
option price for the Shares being acquired plus related interest payments.


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                        (i)         The aggregate Fair Market Value  (determined
at the time an ISO is granted)  of the Shares as to which an Employee  may first
exercise ISOs in any one calendar year under all incentive stock option plans of
the Company and its Subsidiaries may not exceed $100,000.

                        (j)         An ISO may be granted to an Employee owning,
or who is  considered  as owning by applying the rules of ownership set forth in
Section 425(d) of the Code,  over 10% of the total combined  voting power of all
classes of stock of the Company or any  Subsidiary  if the option  price of such
ISO equals or exceeds  110% of the Fair Market  Value of a Share on the date the
option is granted  and such ISO shall  expire not more than five years after the
date of grant.

7.          ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

                        (a)         Subject to any required regulatory approval,
new option rights may be  substituted  for the option  rights  granted under the
Plan, or the Company's  duties as to options  outstanding  under the Plan may be
assumed,  by a corporation other than the Company,  or by a parent or subsidiary
of  the  Company  or  such   corporation,   in   connection   with  any  merger,
consolidation,  acquisition,  separation,  reorganization,  liquidation  or like
occurrence  in which the Company is involved.  Notwithstanding  the foregoing or
the  provisions of Subsection  7(b) hereof,  in the event such  corporation,  or
parent or subsidiary of the Company or such corporation, does not substitute new
option rights for, and  substantially  equivalent  to, the option rights granted
hereunder,  or assume the option  rights  granted  hereunder,  the option rights
granted  hereunder shall  terminate and thereupon  become null and void (i) upon
dissolution or liquidation of the Company, or similar occurrence,  (ii) upon any
merger,  consolidation,  acquisition,  separation,  reorganization,  or  similar
occurrence,  in which the Company will not be a surviving entity or (iii) upon a
transfer of  substantially  all of the assets of the Company or more than 80% of
the outstanding Shares;  provided,  however,  that each option holder shall have
the  right   immediately   prior  to  or  concurrently  with  such  dissolution,
liquidation, merger, consolidation,  acquisition, separation,  reorganization or
similar  occurrence,  to exercise any unexpired option rights granted  hereunder
whether or not then  exercisable.  If the exercise of the foregoing right by the
holder of an ISO would be deemed to result in a violation of the  

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provisions of Subsection 6(i) of the Plan, then, without further act on the part
of the  Committee or the option  holder,  such ISO shall be deemed an NQO to the
extent necessary to avoid any such violation.

                        (b) The  existence  of  outstanding  options  shall  not
affect in any way the right or power of the Company or its  stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation  of the Company,  or any issuance of Common Stock or  subscription
rights or any merger or consolidation of the Company,  or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Shares
or the rights thereof,  or the dissolution or liquidation of the Company, or any
sale or  transfer  of all or any part of its  assets or  business,  or any other
corporate  act or  proceeding,  whether  of a similar  character  or  otherwise;
provided,  however,  that if the outstanding Shares shall at any time be changed
or exchanged by declaration  of a stock  dividend,  stock split,  combination of
shares or recapitalization, the number and kind of Shares subject to the Plan or
subject to any options  theretofore  granted,  and the option  prices,  shall be
appropriately and equitably adjusted so as to maintain the proportionate  number
of Shares without changing the aggregate option price.

                        (c)  Adjustments  under this  Section 7 shall be made by
the Committee whose determination as to what adjustments, if any, shall be made,
and the extent thereof, shall be final.

8.          PRIVILEGES OF STOCK OWNERSHIP

                        No option holder shall be entitled to the  privileges of
stock ownership as to any Shares not actually issued and delivered to him.

9.          SECURITIES REGULATION

                        (a) Each option shall be subject to the requirement that
if at any time the  Board of  Directors  or  Committee  shall in its  discretion
determine that the listing,  registration or qualification of the Shares subject
to such option upon any  securities  exchange or under any Federal or state law,
or the

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approval  or  consent of any  governmental  regulatory  body,  is  necessary  or
desirable in connection with the issuance or purchase of Shares thereunder, such
option  may  not  be  exercised  in  whole  or  in  part  unless  such  listing,
registration,  qualification,  approval or consent  shall have been  effected or
obtained  free from any  conditions  not  reasonably  acceptable to the Board of
Directors or Committee.

                        (b) Unless at the time of the  exercise of an option and
the  issuance of the Shares  thereby  purchased by any option  holder  hereunder
there shall be in effect as to such Shares a  Registration  Statement  under the
Securities  Act and the rules and  regulations  of the  Securities  and Exchange
Commission,  or there shall be  available  an  exemption  from the  registration
requirements  of the Securities  Act, the option holder  exercising  such option
shall  deliver  to the  Company  at the  time  of  exercise  a  certificate  (i)
acknowledging that the Shares so acquired may be "restricted  securities" within
the meaning of Rule 144  promulgated  under the Securities  Act, (ii) certifying
that he is  acquiring  the Shares  issuable  to him upon such  exercise  for the
purpose of  investment  and not with a view to their sale or  distribution;  and
(iii) containing such option holder's agreement that such Shares may not be sold
or otherwise disposed of except in accordance with applicable  provisions of the
Securities  Act.  The  Company  shall  not  be  required  to  issue  or  deliver
certificates  for  Shares  until  there  shall  have  been  compliance  with all
applicable laws,  rules and regulations,  including the rules and regulations of
the Securities and Exchange Commission.

10.         EMPLOYMENT OF EMPLOYEE

                        Nothing contained in the Plan or in any option agreement
executed and delivered  thereunder shall confer upon any option holder any right
to continue in the employ of the Company or any  Subsidiary or to interfere with
the right of the Company or any Subsidiary to terminate  such  employment at any
time.

11.         WITHHOLDING; DISQUALIFYING DISPOSITION

                        (a) The  Company  shall  deduct  and  withhold  from any
salary or other  compensation for employment  services of an option holder,  all
amounts required to satisfy  withholding tax liabilities  arising from the grant
or exercise of an option under the Plan or the  acquisition  or  disposition  of
Shares acquired upon exercise of any such option.

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                        (b) In the  discretion  of the  Committee and in lieu of
the deduction and withholding  provided for in subsection (a) above, the Company
shall deduct and withhold Shares otherwise  issuable to the option holder having
a fair market value on the date income is recognized pursuant to the exercise of
an option equal to the amount required to be withheld.

                        (c) In the case of  disposition  by an option  holder of
Shares  acquired  upon exercise of an ISO within (i) two years after the date of
grant of such ISO,  or (ii) one year after the  transfer  of such Shares to such
option  holder,  such option holder shall give written  notice to the Company of
such  disposition  not later than 30 days after the  occurrence  thereof,  which
notice shall include all such  information  as may be required by the Company to
comply with  applicable  provisions of the Code and shall be in such form as the
Company shall from time to time determine.

12.         AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN

                        Subject to any required regulatory  approval,  the Board
of Directors or Committee may at any time amend,  suspend or terminate the Plan,
provided  that,  except as set forth in  Section 7 above,  no  amendment  may be
adopted without the approval of stockholders which would:

                        (a)  increase  the number of Shares  which may be issued
pursuant to the exercise of options granted under the Plan;

                        (b) permit the grant of an option under the Plan with an
option  price less than 100% of the Fair Market  Value of the Shares at the time
such option is granted;

                        (c) change the provisions of Section 4;

                        (d) extend  the term of an option or the  period  during
which an option may be granted under the Plan; or

                        (e) decrease an option exercise price (provided that the
foregoing does not preclude the  cancellation  of an option and a new grant at a
lower exercise price without stockholder approval).

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Unless the Plan shall theretofore have been terminated by the Board of Directors
or  Committee,  the Plan shall  terminate on November 6, 2005.  No option may be
granted  during the term of any  suspension of the Plan or after  termination of
the Plan.  The  amendment  or  termination  of the Plan shall not,  without  the
written consent of the option holder to be affected,  alter or impair any rights
or obligations under any option theretofore  granted to such option holder under
the Plan.

13.         EFFECTIVE DATE

                        The  effective  date of the Plan  shall be  November  7,
1995,  subject to its  approval  by  shareholders  of the Company not later than
November 7, 1996.