<PAGE>
                                                                     Exhibit 4.3

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of April 19, 2002, by and among Blue Rhino Corporation, a
Delaware corporation (the "COMPANY"), and those persons named on SCHEDULE 1
hereto (the "PURCHASERS").

         This Agreement is made pursuant to the Stock Purchase Agreement, dated
as of April 19, 2002 (the "STOCK PURCHASE AGREEMENT"), by and between the
Company and the Purchasers, pursuant to which the Company has agreed to issue
and sell 1,500,000 shares of its common stock, $0.001 par value per share (the
"COMMON STOCK" or the "SHARES"), to the Purchasers. The Shares are being offered
and sold to the Purchasers without registration under the Securities Act of
1933, as amended (the "SECURITIES ACT"), in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act and the provisions
of Rule 506 of Regulation D promulgated under the Securities Act. In order to
induce the Purchasers to enter into the Stock Purchase Agreement, the Company
has agreed to provide to the Purchasers (and their direct and indirect
transferees, if any) the registration rights set forth in this Agreement with
respect to the resale of the Shares. The execution and delivery of this
Agreement is a condition to the Closing under the Stock Purchase Agreement.
Capitalized terms used but not defined herein shall have the meaning provided in
the Stock Purchase Agreement.

         In consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:

                                    SECTION 1

                               REGISTRATION RIGHTS

         1.1. FILING OF FORM S-3 RESALE REGISTRATION STATEMENT. As soon as
practicable and within 10 business days after the closing of the sale of Shares
under the Stock Purchase Agreement, the Company shall file with the Securities
and Exchange Commission (the "SEC" or the "COMMISSION") a registration statement
on Form S-3 pursuant to Rule 415 under the Securities Act, or, in the event that
Form S-3 is unavailable to the Company, a registration statement on such other
SEC Form that is available to the Company (together with any exhibits,
amendments or supplements thereto, and any documents incorporated by reference
therein, the "REGISTRATION STATEMENT"), with respect to the resale of the
Shares, and, to the extent permitted by Rule 416 under the Securities Act, any
securities of the Company issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, the Shares. The securities
described in the preceding sentence are collectively referred to herein as the
"REGISTRABLE SECURITIES"; PROVIDED, THAT the term "Registrable Securities" shall
not include securities subject to the Registration Statement or securities
transferred to a person other than a permitted transferee.

         1.2. EFFECTIVENESS OF REGISTRATION STATEMENT. The Company shall,
subject to Section 6 hereof, use its commercially reasonable best efforts to
cause the Registration Statement to become effective within 45 days after the
filing thereof, and shall use its commercially reasonable best efforts to keep
the Registration Statement continuously effective from the date such
Registration Statement becomes effective until the earlier of (i) the date on
which all Securities have been resold under such Registration Statement or Rule
144 under the Securities Act, and (ii) the date on which all Registrable
Securities may be resold without restriction or limitation.



<PAGE>

         1.3. SUPPLEMENTS; AMENDMENTS. Subject to Section 6 hereof, the Company
shall supplement or amend the Registration Statement, (i) as required by Form
S-3, including, without limitation, the instructions applicable to Form S-3, or
by the Securities Act, the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), or the rules and regulations promulgated under the Securities
Act or the Exchange Act, respectively, and (ii) to include in the Registration
Statement any additional securities that become Registrable Securities, if
required. The Company shall furnish to the holders of the Registrable
Securities, or their permitted transferees (collectively, the "HOLDERS"), to
which the Registration Statement relates copies of any such supplement or
amendment sufficiently in advance of its use and/or filing with the Commission
to allow the Holders a meaningful opportunity to comment thereon with respect to
the information contained therein regarding the Holders and any plan for resale
of the Registrable Securities. Each Holder as of the date hereof hereby: (i)
acknowledges that it has supplied the information regarding itself and its plan
of resale in the Registration Statement; (ii) waives notice of the initial
filing of the Registration Statement; and (iii) agrees that it and its
successors and assigns will promptly notify the Company of any changes in such
information.

                                    SECTION 2

                                    EXPENSES

         The Company shall pay all expenses, fees and costs incurred in
connection with the preparation, filing, distribution and effectiveness of the
Registration Statement and any supplements or amendments thereto, whether or not
the Registration Statement becomes effective, and whether all, none or some of
the Registrable Securities are sold pursuant to the Registration Statement,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, fees and state
securities, or "blue sky," fees and expenses, fees and expenses of one counsel
for all the Holders, not to exceed $20,000, and the expense of any special
audits incident to or required by, or in connection with the filing and
effectiveness of the Registration Statement. The Holders shall pay all
underwriting fees and discounts, selling commissions, brokerage fees and stock
transfer taxes applicable to the Registrable Securities sold by such Holder.

                                    SECTION 3

                             REGISTRATION PROCEDURES

         3.1. REGISTRATION. The Company will, upon request, advise the Holders
as to the status of the preparation, filing and effectiveness of the
Registration Statement and, at the Company's expense, will do the following:

                  (a) furnish to each Holder a copy of the Registration
         Statement (including all exhibits thereto) and any prospectus forming a
         part thereof and any amendments and supplements thereto (including all
         documents incorporated or deemed incorporated by reference therein
         prior to the effectiveness of the Registration Statement and including
         each preliminary prospectus) and any other prospectus filed under Rule
         424 under the Securities Act, which documents, other than documents
         incorporated or deemed incorporated by reference, will be subject to
         the review of the Holders and any underwriter for a period of at least
         three (3) business days, and the Company shall not file the
         Registration Statement or such prospectus or any amendment or
         supplement to the Registration Statement or prospectus if any Holder
         shall, within three (3) business days after the receipt thereof, have
         given written notice to the Company that such Registration Statement,





                                      -2-
<PAGE>

         amendment, prospectus or supplement, as applicable, as proposed to be
         filed, contains a material misstatement or omission with respect to
         such Holder or its plan of resale;

                  (b) furnish to each Holder one conformed copy of the
         Registration Statement and of each amendment and supplement thereto (in
         each case including all exhibits) and such number of copies of the
         prospectus forming a part of the Registration Statement (including each
         preliminary prospectus) and any other prospectus filed under Rule 424
         under the Securities Act, in conformity with the requirements of the
         Securities Act, and such other documents, including, without
         limitation, documents incorporated or deemed to be incorporated by
         reference prior to the effectiveness of such Registration Statement, as
         each of the Holders or any such underwriter, from time to time may
         reasonably request;

                  (c) to the extent practicable, following the filing of any
         document that is to be incorporated by reference into the Registration
         Statement or prospectus forming a part thereof subsequent to the
         effectiveness thereof, provide copies of such document to the Holders,
         if requested, and make representatives of the Company available for
         discussion of such document and other customary due diligence matters;
         and provide promptly to the Holders upon request any document filed by
         the Company with the Commission pursuant to the requirements of Section
         13 and Section 15 of the Exchange Act;

                  (d) make available at reasonable times for inspection by the
         Holders, and any attorney, accountant, financial adviser or other
         representative (collectively, "REPRESENTATIVES") retained by the
         Holders, subject to the recipient's prior agreement to keep such
         information confidential and not use or disclose it, all financial and
         other records, pertinent corporate documents and properties of the
         Company and cause the officers, directors and employees of the Company
         to supply all information reasonably requested by the Holders or their
         respective Representatives in connection with the preparation, filing
         and effectiveness of the Registration Statement;

                  (e) use its commercially reasonable best efforts (i) to
         register or qualify all Registrable Securities covered by the
         Registration Statement under state securities, or "blue sky," laws of
         such States of the United States of America where an exemption is not
         available and that the Holders of Registrable Securities covered by the
         Registration Statement shall reasonably request, (ii) to keep such
         registration or qualification in effect for so long as the Registration
         Statement is required to be effective hereunder, and (iii) to take any
         other action which may be reasonably necessary or advisable to enable
         the Holders to consummate the disposition of the securities to be sold
         by the Holders in such jurisdictions, consistent with the plan of
         distribution described in the prospectus included in the Registration
         Statement, except that the Company shall not for any such purpose be
         required to qualify generally to do business as a foreign corporation
         in any jurisdiction where it is not so qualified or to execute a
         general consent to service of process in effecting such registration,
         qualification or compliance;

                  (f) use its commercially reasonable best efforts to cause all
         Registrable Securities covered by the Registration Statement to be
         registered or qualified with or approved by all other applicable
         Governmental Authorities as may be necessary, in the opinion of counsel
         to the Company and/or a single counsel to the Holders of Registrable
         Securities as a group, to enable the Holders thereof the consummate the
         disposition of such Registrable Securities;

                  (g) subject to Section 6 hereof, promptly notify each Holder
         of Registrable Securities covered by the Registration Statement: (i)
         upon discovery that, or upon the occurrence of any




                                      -3-
<PAGE>

         event as a result of which, the prospectus forming a part of the
         Registration Statement, as then in effect, includes an untrue statement
         of a material fact or omits to state any material fact required to be
         stated therein or necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;
         (ii) of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the initiation of
         proceedings for that purpose; (iii) of any request by the Commission,
         after the Registration Statement has become effective, for (A) an
         amendment to the Registration Statement or any document incorporated or
         deemed to be incorporated by reference in the Registration Statement,
         (B) a supplement to the prospectus forming a part of the Registration
         Statement, (C) additional information, or (D) of the receipt by the
         Company of any notification with respect to the suspension of the
         registration, qualification or exemption from registration or
         qualification of any of the Registrable Securities for sale in any
         jurisdiction or the initiation of any proceeding for such purpose. At
         the request of any such Holder, the Company shall, if applicable,
         promptly prepare and file an amendment to the Registration Statement or
         a supplement to the prospectus as the Company may deem necessary so
         that, as thereafter delivered to the purchasers of such securities,
         such prospectus shall not include an untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; and furnish
         to each Holder a reasonable number of copies of such supplement to, or
         amendment of, such registration statement and prospectus, and, in the
         event of a stop order, use its commercially reasonable best efforts to
         obtain the withdrawal of any order suspending the effectiveness of any
         the Registration Statement, or the lifting of any suspension of the
         qualification (or exemption from qualification) of any of the
         Registrable Securities for sale in any jurisdiction;

                  (h) if reasonably requested by any Holder or if, in the
         opinion of counsel to the Company, required by law or SEC or other
         applicable rule or regulation, promptly incorporate in the Registration
         Statement such appropriate information as the Holder may reasonably
         request to have included therein by filing a Form 8-K, or filing a
         supplement to the prospectus, to reflect any change in the information
         regarding the Holder, and make all required filings with the Commission
         in respect of any offer or sale of Registrable Securities or any
         amendment or supplement to the Registration Statement or related
         prospectus;

                  (i) otherwise use its commercially reasonable best efforts to
         comply with all applicable rules and regulations, and make available to
         its security holders, an earnings statement that satisfies the
         provisions of Section 11(a) of the Securities Act and Rule 158
         promulgated thereunder; and

                  (j) use its commercially reasonable best efforts to cause all
         Registrable Securities included in the Registration Statement to be
         listed on Nasdaq and each securities exchange on which securities of
         the same class are then listed, or, if not then listed on any
         securities exchange or Nasdaq, to be eligible for trading in any
         over-the-counter market or trading system in which securities of the
         same class are then traded.

         3.2. UNDERWRITING. If Holders having at least 50% of the Registrable
Securities ("INITIATING HOLDERS") intend to distribute the Registrable
Securities covered by their request by means of an underwriting, the Holders
whose shares are to be included in such registration and the Company shall
(together with all other stockholders proposing to distribute their securities
through such underwriting) enter into underwriting and related agreements in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by the Initiating Holders and reasonably




                                      -4-
<PAGE>

acceptable to the Company. Such underwriting agreement will contain such
representations and warranties by the Company and such other terms and
provisions as are reasonable and customary for underwriting agreements with
respect to secondary distributions, including, without limitation, indemnities
and contribution, the provision of opinions of counsel and accountants' letters
and the representations and warranties by, and the other agreements on the part
of, the Company to and for the benefit of such underwriters shall also be made
to and for the benefit of the Holders. Subject to the foregoing, the Company
shall cooperate fully with the Holders and the underwriters in connection with
any underwritten offering. Notwithstanding any other provision of this Section
3.2, if the representative of the underwriters advises the Holders in writing
that marketing factors require a limitation on the number of shares to be
underwritten, any securities to be issued by the Company in such distribution
(or contemporaneous distribution other than one covered by Form S-8) shall not
be distributed to the extent reasonably required by such limitation. If, after
the exclusion of such shares, still further reductions are required, the number
of shares included in the underwritten offering by each Holder shall be reduced
on a pro rata basis (based on the number of shares held by such Holder), by such
minimum number of shares as is necessary to comply with such request; provided,
that there shall be no reduction in the number of shares included in the
registration by any Holders until all shares of other stockholders have been
excluded from such underwritten offering. No Registrable Securities or any other
securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such underwritten offering. If any
other stockholder who has requested inclusion in such distribution as provided
above disapproves of the terms of the underwriting, such person may elect to
withdraw therefrom by written notice to the Company, the underwriter and the
Initiating Holders. The securities so withdrawn shall also be withdrawn from
such underwritten offering. If the underwriter has not limited the number of
Registrable Securities or other securities to be underwritten, the Company and
officers and directors of the Company may include its or their securities for
its or their own account in such registration, if the representative of the
underwriters so agrees and if the number of Registrable Securities and other
securities that would otherwise have been included in such registration and
underwriting will not thereby be limited.

                                    SECTION 4

                                 INDEMNIFICATION

         4.1.  INDEMNIFICATION BY THE COMPANY.  The Company will indemnify:

                  (a) each of the Holders, as applicable,

                  (b) each of the Holder's officers, directors, members and
         partners, and

                  (c) each individual, partnership, joint stock company,
         corporation, trust, unincorporated organization, government agency or
         political subdivision (each of the foregoing, a "PERSON") controlling
         each of the Holders within the meaning of Rule 405 under the Securities
         Act,

with respect to the Registration Statement (if Registrable Securities held by
such Holder are included in the Registration Statement), against all expenses,
claims, losses, damages and liabilities (or actions, investigations or
proceedings in respect thereof) (collectively, a "CLAIM") arising out of or
based on any actual or alleged untrue statement of a material fact, or any
omission of a material fact required to be stated therein or necessary in order
to make the statements included therein not misleading, contained in the
Registration Statement, any prospectus or other offering document (including any
related registration




                                      -5-
<PAGE>

statement, notification or the like) incident to the registration, qualification
or compliance, or any violation by the Company of the Securities Act or the
Exchange Act or any other laws or any rule or regulation thereunder applicable
to the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse each of the Holders, each of its officers, directors, members and
partners, and each Person controlling each of the Holders, for any legal and any
other expenses reasonably incurred in connection with investigating and
defending any such Claim; PROVIDED, HOWEVER, that the Company will not be liable
(i) in any such case to the extent that any such Claim arises out of or is based
on any untrue statement or omission based upon written information furnished to
the Company by the Holders or their Representatives and stated to be
specifically for use in the Registration Statement, prospectus or other offering
document or (ii) for any amounts paid in settlement of any such Claim if such
settlement is effected without the consent of the Company.

         4.2. INDEMNIFICATION BY THE HOLDERS. Each of the Holders will, if
Registrable Securities held by it are included in the Registration Statement,
indemnify the Company, each of its directors and officers, and each Person who
"controls" the Company within the meaning of Rule 405 under the Securities Act,
against all Claims arising out of or based on any actual or alleged untrue
statement of a material fact, or any omission or a material fact required to be
stated therein or necessary in order to make the statement included or
incorporated therein not misleading, contained in the Registration Statement,
prospectus, or other offering document made by or on behalf of such Holder, and
will reimburse the Company, its directors, officers, partners, members or
control Persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such Claim, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in the Registration
Statement, prospectus, offering memorandum or other document in conformity with
written information furnished to the Company by or on behalf of such Holder and
stated to be specifically for use therein; PROVIDED, HOWEVER, that the
obligations of each of the Holders hereunder shall be limited to an amount equal
to the net proceeds received by such Holder from the sale of the Registrable
Securities pursuant to the Registration Statement.

         4.3. PROCEDURES. Each party entitled to indemnification under this
Agreement (each, an "INDEMNIFIED PARTY") shall give notice to the party required
to provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has actual knowledge of any Claim as to which indemnity may be
sought and shall permit the Indemnifying Party to assume the defense of any such
Claim; PROVIDED THAT counsel for the Indemnifying Party, who shall conduct the
defense of such Claim, shall be approved by the Indemnified Party (whose
approval shall not unreasonably be withheld), and the Indemnified Party may
participate in such defense at its own expense (unless the Indemnified Party
shall have reasonably concluded that there may be a conflict of interest between
the Indemnifying Party and the Indemnified Party in such action, in which case
the reasonable fees and expenses of one such counsel for all Indemnified Parties
as a group shall be at the expense of the Indemnifying Party), and PROVIDED
FURTHER that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Agreement unless the Indemnifying Party is materially prejudiced thereby. No
Indemnifying Party, in the investigation or defense of any such Claim shall,
except with the consent of each Indemnified Party (which consent shall not be
unreasonably withheld or delayed), consent to entry of any judgment or enter
into any settlement or compromise which does not include an unconditional
release of the Indemnified Party from all liability in respect to such Claim.
Each Indemnified Party shall furnish such information regarding itself or the
Claim in question as an Indemnifying Party may reasonably request in writing and
as shall be reasonably required in connection with the investigation and defense
of such Claim.




                                      -6-
<PAGE>

         4.4. CONTRIBUTION. If the indemnification provided for in this
Agreement is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any Claim, then the Indemnifying Party, in
lieu of indemnifying such Indemnified Party hereunder, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such loss,
liability, claim, damage or expense in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions
which resulted in such Claim, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue (or alleged untrue) statement of a material fact or the
omission (or alleged omission) to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission, and provided that each Holder shall not be
required to contribute, in the aggregate, more than the net proceeds received by
the Holders from the sale of the Registrable Securities pursuant to the
Registration Statement.

Notwithstanding the foregoing, no party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any party who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph, each Person, if any, who
controls a Holder within the meaning of Rule 405 under the Securities Act and
directors, officers, members and partners of such Holder shall have the same
rights to contribution as such Holder, and each director of the Company, each
officer of the Company who signed the registration statement and each Person, if
any, who controls the Company within the meaning of Rule 405 under the
Securities Act shall have the same rights to contribution as the Company.

                                    SECTION 5

                     PROVISION OF INFORMATION BY THE HOLDERS

         Each of the Holders whose Registrable Securities are included in the
Registration Statement shall furnish to the Company such information regarding
such Holder as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in this Agreement and shall promptly notify the Company
if such information becomes incorrect or misleading, or requires amendment or
updating. Each of the Holders agrees that the plan of distribution included in
any prospectus relating to the Registrable Securities shall be as set forth on
SCHEDULE 3 hereto and that such Holder will not resell any Registrable
Securities pursuant to the Registration Statement in any manner other than as
provided therein or herein. The other information regarding the Holders required
for the initial filing of the Registration Statement has been provided by each
Holder to the Company by completing the questionnaire in the form attached as
SCHEDULE 2. Each Holder represents, warrants and covenants to the Company that
the information in SCHEDULE 1 and on the completed questionnaire in the form
attached as SCHEDULE 2 is accurate and complete in all respects. The Purchaser
will confirm promptly the sale of any Shares pursuant to Rule 144 or the
Registration Statement by delivery to the Company of a signed copy of SCHEDULE
4.

                                    SECTION 6

                             HOLDBACK; POSTPONEMENT

       Notwithstanding the other provisions of this Agreement, if (a) there is
material non-public information regarding the Company which the Company's Board
of Directors reasonably and in good




                                      -7-
<PAGE>

faith determines not to be in the Company's best interest to disclose publicly
and which the Company is not otherwise required to disclose publicly, or (b)
there is a extraordinary business opportunity (including, but not limited to,
the acquisition or disposition of assets (other than in the ordinary course of
business) or any financing, merger, consolidation, tender offer or other similar
extraordinary transaction not in the ordinary course of business) available to
the Company which the Company's Board of Directors reasonably and in good faith
determines not to be in the Company's best interest to disclose publicly, then
the Company may postpone or suspend filing or effectiveness of a registration
statement for a period not to exceed 45 days, PROVIDED THAT the Company may not
postpone or suspend filing or effectiveness of a registration statement for more
than 90 days in the aggregate during any 365-day period and there shall be an
aggregate of not more than two (2) suspensions during any 365-day period;
PROVIDED, HOWEVER that no postponement or suspension shall be permitted for
consecutive 45 day periods arising out of the same set of facts, circumstances
or transactions.

                                    SECTION 7

                            RULE 144 REPORTING, ETC.

         7.1. SEC REPORTING COMPLIANCE. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Registrable Securities to the public without
registration, through the second anniversary of this Agreement, the Company
will:

                  (a) make and keep "current public information" regarding the
         Company available, as defined in Rule 144(c) under the Securities Act;

                  (b) use its commercially reasonable best efforts to file with
         the Commission in a timely manner all SEC Reports and other filings and
         documents required of the Company under the Securities Act and the
         Exchange Act and otherwise; and

                  (c) so long as a Holder owns any Registrable Securities,
         furnish the Holders upon request a written statement by the Company as
         to its compliance with the reporting requirements under the Securities
         Act and the Exchange Act, including compliance with Rule 144(c), a copy
         of the most recent annual or quarterly report of the Company, and such
         other reports and documents of the Company and other information in the
         possession of, or obtainable without undue effort or expense by, the
         Company as a Holder may reasonably request in availing itself of any
         rule or regulation of the Commission allowing a Holder to sell any such
         securities without registration.

                                    SECTION 8

                                  MISCELLANEOUS

         8.1. ASSIGNMENT. The registration rights set forth herein may be
assigned, in whole or in part, to any transferee of Registrable Securities
permitted in accordance with the Stock Purchase Agreement, which transferee,
upon registration on the Company's or its transfer agent's books and records as
a holder of record of Registrable Securities, shall be considered thereafter to
be a Holder (provided that any transferee who is not an affiliate of a Purchaser
shall be a Holder only with respect to such Registrable Securities so acquired
and any stock of the Company issued as a dividend or other distribution with
respect to, or in exchange for or in replacement of, such Registrable
Securities) and shall be bound by all obligations and limitations of this
Agreement and the Stock Purchase Agreement.




                                      -8-
<PAGE>

         8.2. SECTION HEADINGS. The titles and headings of the sections and
subsections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof.

         8.3. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of North Carolina, without regard to
the principles of conflicts of laws.

         8.4.  NOTICES.

                  (a) All communications under this Agreement shall be in
         writing and shall be delivered by facsimile, by hand, by reliable
         overnight delivery service such as UPS or FedEx or by registered or
         certified mail, postage prepaid:

                           (i) if to the Company, to 104 Cambridge Plaza Drive,
                  Winston-Salem, North Carolina 27104, (336) 659-6755,
                  Attention: Chief Financial Officer, or at such other address
                  as it may have furnished in writing to the Purchasers;

                           (ii) if to the Purchasers, at the addresses listed on
                  SCHEDULE 1 hereto, or at such other addresses as may have been
                  furnished the Company in writing.

                  (b) Any notice so addressed shall be deemed to be given (i) if
         delivered by hand, on the date of such delivery, (ii) if sent by
         reliable overnight delivery service such as UPS or FedEx, on the first
         business day following the date of delivery to such service for
         overnight delivery, (iii) if delivered by facsimile, on the date of
         such facsimile with confirmed receipt, or (iv) if mailed by registered
         or certified mail, on the third business day after the date of such
         mailing.

         8.5. SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES. This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties. No other person is intended to or
shall have any rights or remedies hereunder, whether as a third part beneficiary
or otherwise.

         8.6. COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, each of which shall be deemed an original and all of
which shall be one and the same agreement. Any signature that is delivered by
facsimile signature page shall be valid and binding, with the same force and
effect as if an original, manually signed counterpart.

         8.7. SEVERABILITY. In the event that any provision contained herein is
unenforceable, the remaining provisions shall continue in full force and effect.

         8.8. DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to the Holders, upon any breach or
default of the Company under this Agreement, shall impair any such right, power
or remedy, nor shall it be construed to be a waiver of any provision hereof, or
of any similar breach or default thereafter occurring; nor shall any wavier of
any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. It is further agreed that any waiver,
permit, consent or approval of any kind or character by a Holder of any breach
or default under this Agreement, or any waiver by a Holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in the writing, and that all remedies, either
under this Agreement, or by law or otherwise afforded to a Holder, shall be
cumulative and not alternative.




                                      -9-
<PAGE>

         8.9. ATTORNEY'S FEES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

         8.10. ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the
other Operative Documents, constitute the entire understanding and agreement of
the parties with respect to the subject matter hereof and supersede all prior
understandings, written or otherwise, among such parties. This Agreement may be
amended only in a writing signed by the Company and the Holders of a majority of
the then outstanding Registrable Securities.






                                      -10-
<PAGE>

         IN WITNESS WHEREOF, the undersigned, thereunto duly authorized, have
executed this Agreement as of the date first set forth above.

                                       BLUE RHINO CORPORATION



                                       By: /s/ Billy D. Prim
                                           -------------------------------------
                                           Name:  Billy D. Prim
                                           Title: President and CEO


                                       PURCHASERS:


                                       LAGUNITAS PARTNERS, LP



                                       By: /s/ Jon D. Gruber
                                           -------------------------------------
                                           Name:  Jon D. Gruber
                                           Title: GMCM Managing Member,
                                                    Attorney-in-fact


                                       GRUBER FAMILY FOUNDATION



                                       By: /s/ Jon D. Gruber
                                           -------------------------------------
                                           Name:  Jon D. Gruber
                                           Title: Secretary


                                       HAMILTON COLLEGE

                                       By: /s/ Jon D. Gruber
                                           -------------------------------------
                                           Name:  Jon D. Gruber
                                           Title: GMCM Managing Member,
                                                    Attorney-in-fact


                                       GRUBER & MCBAINE INTERNATIONAL



                                       By: /s/ Jon D. Gruber
                                           -------------------------------------
                                           Name:  Jon D. Gruber
                                           Title: GMCM Managing Member,
                                                    Attorney-in-fact


                                       /s/ Jon D. Gruber
                                       -----------------------------------------
                                       Jon D. Gruber



                                      -11-
<PAGE>

                                       /s/ Linda W. Gruber
                                       -----------------------------------------
                                       Linda W. Gruber


                                       JON D. GRUBER TTEE FBO LINDSAY D. GRUBER

                                       By: /s/ Jon D. Gruber
                                           -------------------------------------
                                           Name:  Jon D. Gruber
                                           Title: Trustee


                                       JON D. GRUBER TTEE FBO JONATHAN W. GRUBER

                                       By: /s/ Jon D. Gruber
                                           -------------------------------------
                                           Name:  Jon D. Gruber
                                           Title: Trustee


                                       /s/ J. Patterson Mcbaine
                                       ----------------------------------------
                                       J. Patterson Mcbaine


                                       ZURICH INSTITUTIONAL BENCHMARK
                                       MASTER FUND, LTD.


                                       By: /s/ Jon D. Gruber
                                           -------------------------------------
                                           Name:  Jon D. Gruber
                                           Title: GMCM Managing Member,
                                                    Attorney-in-fact


                                       COLONIAL FUND, LLC



                                       By: /s/ Cary G. Brody
                                           -------------------------------------
                                             Name:  Cary G. Brody
                                             Title: President


                                       GULFSTREAM PARTNERS, L.P.



                                       By: /s/ Piers M. Macdonald
                                           -------------------------------------
                                           Name:  Piers M. Macdonald
                                           Title: Managing General Partner





                                      -12-
<PAGE>

                                       HERMES PARTNERS, L.P.



                                       By: /s/ Paul Flather
                                           -------------------------------------
                                           Name:  Paul Flather
                                           Title: President of Hermes Advisors



                                       ULTRA HERMES FUND, LTD.



                                       By: /s/ Paul Flather
                                           -------------------------------------
                                           Name:  Paul Flather
                                           Title: President of Hermes Advisors


                                       MARLIN FUND, L.P.



                                       By: /s/ Michael W. Masters
                                           -------------------------------------
                                           Name:  Michael W. Masters
                                           Title: Managing Member of the General
                                                   Partner


                                       MARLIN FUND II, L.P.



                                       By: /s/ Michael W. Masters
                                           -------------------------------------
                                           Name:  Michael W. Masters
                                           Title: Managing Member of the General
                                                   Partner


                                       MARLIN FUND OFFSHORE, LTD.



                                       By: /s/ Michael W. Masters
                                           -------------------------------------
                                           Name:  Michael W. Masters
                                           Title: Managing Member of the
                                                   Investment Manager


                                       STRAUS PARTNERS, L.P.



                                       By: /s/ Melville Straus
                                           -------------------------------------
                                             Name:  Melville Straus
                                             Title: General Partner




                                      -13-
<PAGE>

                                       STRAUS-SPELMAN L.P.



                                       By: /s/ Melville Straus
                                           -------------------------------------
                                           Name:  Melville Straus
                                           Title: General Partner


                                       STRAUS-GEPT, L.P.



                                       By: /s/ Melville Straus
                                           -------------------------------------
                                           Name:  Melville Straus
                                           Title: General Partner


                                       COLUMBUS CAPITAL PARTNERS, L.P.



                                       By: /s/ Matthew D. Ockner
                                           -------------------------------------
                                           Name:  Matthew D. Ockner
                                           Title: Managing Member of
                                                   Columbus Capital Management,
                                                   LLC General Partner


                                       COLUMBUS CAPITAL OFFSHORE FUND, LTD.



                                       By: /s/ Matthew D. Ockner
                                           -------------------------------------
                                           Name:  Matthew D. Ockner
                                           Title: Managing Member of
                                                   Columbus Capital Management,
                                                   LLC Investment Manager






                                      -14-
<PAGE>



                                                   Registration Rights Agreement


                                   SCHEDULE 1

                             SCHEDULE OF PURCHASERS

Name and Address                                     No. of Shares
----------------                                     -------------

Lagunitas Partners, LP                                  135,900
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo
Facsimile #(__) ______

Gruber Family Foundation                                11,000
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo
Facsimile #(__) ______

Hamilton College                                        20,100
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo

Gruber & McBaine International                          50,300
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo

Jon & Linda Gruber FBO                                  25,900
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo

Jon D. Gruber TTEE FBO Lindsay D.                        7,800
Gruber
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo



                                      -15-
<PAGE>

Jon D. Gruber TTEE FBO Jonathan W.                       8,800
Gruber
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo

J. Patterson McBaine                                    13,200
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo

Zurich Institutional Benchmark Master                    7,000
Fund, Ltd.
c/o Gruber & McBaine Capital Management
50 Osgood Place
San Francisco, CA 94133
Attn: Christine Arroyo

Colonial Fund, LLC                                      50,000
1270 Avenue of the Americas
Suite 1233
New York, NY 10020
Attn:  Paul Berliner

Gulfstream Partners, L.P.                               75,000
2 Sound View Drive, Suite 100
Greenwich, CT 06830
Attn:  Piers MacDonald

Ultra Hermes Fund, Ltd.                                 120,000
c/o Hermes Advisors
12544 High Bluff Drive
Suite 375
San Diego, CA 92130
Attn:  Mark Flather

Hermes Partners, L.P.                                   80,000
c/o Hermes Advisors
12544 High Bluff Drive
Suite 375
San Diego, CA 92130
Attn:  Mark Flather




                                      -16-
<PAGE>

Marlin Fund, L.P.                                       77,500
c/o Partnership Financial Consulting
3060 Peachtree Road, NW
Suite 1815
Atlanta, GA 30305
Attn:  Michelle Dobbins

Marlin Fund II, L.P.                                    10,000
c/o Partnership Financial Consulting
3060 Peachtree Road, NW
Suite 1815
Atlanta, GA 30305
Attn:  Michelle Dobbins

Marlin Fund Offshore, Limited                           162,500
c/o Partnership Financial Consulting
3060 Peachtree Road, NW
Suite 1815
Atlanta, GA 30305
Attn:  Michelle Dobbins

Straus Partners, L.P.                                   14,000
c/o Strauss Asset Management
605 Third Avenue
New York, NY 10158
Attn:  Kathy Rode

Straus-Spelman, L.P.                                     1,500
c/o Strauss Asset Management
605 Third Avenue
New York, NY 10158
Attn:  Kathy Rode

Straus-GEPT, L.P.                                        4,500
c/o Strauss Asset Management
605 Third Avenue
New York, NY 10158
Attn:  Kathy Rode




                                      -17-
<PAGE>
Columbus Capital Partners L.P.                          420,000
c/o Columbus Capital Management, LLC
1 Montgomery St., Suite 3300
San Francisco, CA 94104
Attn:  Matt Ockner

Columbus Capital Offshore Fund, Ltd.                    205,000
c/o Columbus Capital Management, LLC
1 Montgomery St., Suite 3300
San Francisco, CA 94104
Attn:  Matt Ockner





                                      -18-
<PAGE>

                                                   Registration Rights Agreement

                                   SCHEDULE 2

                      REGISTRATION STATEMENT QUESTIONNAIRE

         In connection with the preparation of the Registration Statement,
please provide us with the following information:

         1. Pursuant to the "Selling Stockholder" section of the Registration
Statement, please state your or your organization's name and address exactly as
it should appear in the Registration Statement:

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


       2. Please provide the number of shares of Common Stock of the Company
that you or your organization will beneficially own (as determined in accordance
with Rule 13d-3 under the Exchange Act) immediately after Closing, including
those Shares purchased by you or your organization pursuant to the Stock
Purchase Agreement and those shares purchased by you or your organization
through other transactions. Explain the nature of beneficial ownership of any
shares that are not held of record by you. Disclose the details of any rights to
acquire shares.

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


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


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


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


       3. Have you or your organization had any position, office or other
relationship within the past three years with the Company or its affiliates
other than as disclosed in the Prospectus included in the Registration
Statement?

             _________ Yes                               __________ No

              If yes, please indicate the nature of any such relationships
below:


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


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


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



         4. Are you, or is your organization, a broker-dealer or an affiliate of
a broker-dealer within the meaning of Rule 405 under the Securities Act.

             _________ Yes                               __________ No






                                      -19-
<PAGE>

              If yes, please identify the broker-dealer below and state the
nature of the relationship:


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


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


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


         5. Identify the natural person or persons who have voting and/or
investment control over the securities that you or your organization are
offering for resale in the Registration Statement.


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


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


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


* Please note that it is your obligation to advise the Company promptly if any
of the foregoing information changes during the period of effectiveness of the
Registration Statement (except due to sales of the Shares pursuant thereto).





                                      -20-
<PAGE>
The undersigned, thereunto duly authorized on behalf of the Purchaser, confirms
the accuracy and completeness of the foregoing and agrees that sales shall be
made only in the manner indicated under the "Plan of Distribution" in the
Prospectus.

       -----------------------------------
       Name of Purchaser

       By:
           -------------------------------
           Name:
           Title:








                                      -21-
<PAGE>
                                                   Registration Rights Agreement

                                   SCHEDULE 3

                              PLAN OF DISTRIBUTION

         The selling stockholders may sell the shares on any stock exchange,
market, or trading facility on which the shares are traded, in private
transactions, or otherwise, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices, or at negotiated prices. In
addition, the selling stockholders may sell some or all of their shares through:

         o        a block trade in which a broker-dealer may resell a portion of
                  the block, as principal, in order to facilitate the
                  transaction;

         o        purchases by a broker-dealer, as principal, and resale by the
                  broker-dealer for its account;

         o        ordinary brokerage transactions and transactions in which a
                  broker solicits purchasers;

         o        an underwritten public offering;

         o        any other method permitted pursuant to applicable law; or

         o        a combination of any such methods of sale.

         When selling the shares, the selling stockholders may enter into
hedging transactions. For example, the selling stockholders may:

         o        enter into transactions involving short sales of the shares by
                  broker-dealers;

         o        sell shares short themselves and redeliver such shares to
                  close out their short positions;

         o        enter into option or other types of transactions that require
                  the selling stockholder to deliver shares to a broker-dealer,
                  who will then resell or transfer the shares under this
                  prospectus; or

         o        loan or pledge the shares to a broker-dealer, who may sell the
                  loaned shares or, in the event of default, sell the pledged
                  shares.

         The selling stockholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling stockholders may allow other broker-dealers to participate in
resales. However, the selling stockholders and any broker-dealers involved in
the sale or resale of the shares may qualify as "underwriters" within the
meaning of Section 2(a)(11) of the Securities Act. In addition, the
broker-dealers' commissions, discounts or concession may qualify as
underwriters' compensation under the Securities Act. The Company has agreed to
indemnify each selling stockholder against certain liabilities, including
liabilities arising under the Securities Act. If the selling stockholders
qualify as "underwriters" they will be subject to the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act. Each broker-dealer
engaged by a selling stockholder (or by a broker-dealer engaged by a selling
stockholder) must be registered or licensed in each state in which such
broker-dealer conducts offers and sales of shares of the selling stockholders.

         In addition to selling their shares under this prospectus, the selling
stockholders may:





                                      -22-
<PAGE>

         o        agree to indemnify any broker-dealer or agent against certain
                  liabilities related to the selling of the shares, including
                  liabilities arising under the Securities Act;

         o        transfer their shares in other ways not involving market
                  makers or established trading markets, including directly by
                  gift, distribution, or other transfer; or

         o        sell their shares under Rule 144 of the Securities Act rather
                  than under this prospectus, if the transaction meets the
                  requirements of Rule 144.

       As used herein, the term "selling stockholder" includes donees, pledgees,
transferees or other successors-in-interest selling shares received after the
date of this prospectus from a named selling stockholder as a gift, pledge,
partnership distribution or other non-sale related transfer.

       Upon the Company being notified by a selling stockholder that any
material arrangement has been entered into with a broker-dealer or underwriter
for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
prospectus supplement will be filed, if required, pursuant to Rule 434(b) under
the Securities Act, disclosing: (1) the name of each such selling stockholder
and of the participating broker-dealer(s) or underwriter(s); (2) the number of
shares involved, (3) the price at which such shares were or will be sold, (4)
the commissions paid or to be paid or discounts or concessions allowed to such
broker-dealer(s) or underwriter(s), where applicable, (5) that, as applicable,
such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus and (6)
other facts material to the transaction. In addition, upon the Company being
notified by a selling stockholder that a donee, pledgee, transferee, or other
successor-in-interest intends to sell more than 500 shares, a prospectus
supplement will be filed, if required.





                                      -23-
<PAGE>
                                   SCHEDULE 4

                 PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE(1)

The undersigned, an officer of, or other person duly authorized
by ___________________________________________________________________________
            [fill in official name of individual or institution]


hereby certifies to the Company, as defined in the Registration
Right Agreement dated as of _______ (the "Agreement") that he/she (said
institution) is the Purchaser of the shares evidenced by the attached
certificate, and as such, sold such shares on ___________________ in accordance
with

                                     [date]

(i)  Registration Statement number ____________________________________________,
                                   [fill in the number of or otherwise identify]

     in the manner indicated under "Plan of Distribution" in the current
     prospectus and has delivered a current prospectus, or

(ii) pursuant to the applicable requirements of Rule 144 of the Securities Act
     of 1933, as amended, in which case, a copy of Form 144 as filed with the
     Securities and Exchange Commission, together with the representation letter
     of the undersigned and the broker's representation letter are enclosed.

Print or Type:

       Name of Purchaser

       (Individual or Institution):
                                     -------------------------------------------
       Name of Individual Representing
       Purchaser (if an Institution):
                                     -------------------------------------------
                                     Title:
                                           -------------------------------------


Confirmed by the undersigned thereunto duly authorized:


       ----------------------------------------
       Purchaser

       By:
          -------------------------------------
          Name:
          Title:






--------
         (1) All capitalized terms used but not defined herein shall have the
meanings provided in the Agreement.





                                      -24-