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                             BLUE RHINO CORPORATION

                     AMENDED AND RESTATED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                 (AS AMENDED AND RESTATED THROUGH MAY 17, 2001)

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                             BLUE RHINO CORPORATION

                     AMENDED AND RESTATED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                 (AS AMENDED AND RESTATED THROUGH MAY 17, 2001)


         This Amended and Restated Stock Option Plan for Non-Employee Directors
amends and restates in its entirety as of May 17, 2001, that certain Stock
Option Plan for Non-Employee Directors of Blue Rhino Corporation, which was
originally effective on May 18, 1998 and previously amended and restated as of
December 30, 1998.

         SECTION 1. PURPOSE. The purpose of the Stock Option Plan for
Non-Employee Directors (the "Plan") is to attract and retain persons of
exceptional ability to serve as members of the Board of Directors of Blue Rhino
Corporation (the "Company"), and to align the interests of the Company's
non-employee directors with that of the stockholders in enhancing the value of
the Company's capital stock. This purpose will be carried out through the
granting of nonqualified stock options (individually, an "option," and
collectively, "options") to eligible non-employee directors of the Company.

         SECTION 2. ADMINISTRATION.

                  (a) The Plan shall be administered by the Board of Directors
         of the Company (the "Board" or the "Board of Directors"), unless the
         Board delegates all or part of its discretion to administer the Plan to
         the Compensation Committee of the Board or such successor committee of
         the Board that is designated by the Board to administer the Plan
         (collectively, the "Committee"). The Committee shall be comprised of
         such number of "non-employee directors," as such term is defined in
         Rule 16b-3 adopted under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), as may be necessary to comply with Rule
         16b-3, unless otherwise determined by the Board. For the purposes
         herein, the Board, and, upon delegation of authority to the Committee,
         the Committee, shall be referred to herein collectively as the
         "Administrator."

                  (b) Any action of the Administrator may be taken by a written
         instrument signed by all of the members of the Board or the Committee,
         as the case may be, and any action so taken by written consent shall be
         as fully effective as if it had been taken by a majority of the members
         at a meeting duly held and called. Subject to the provisions of the
         Plan, the Administrator shall have full and final authority, in its
         discretion, to establish, amend and rescind rules and regulations for
         the administration of the Plan; to construe and interpret the Plan, the
         rules and regulations, and the agreements evidencing options granted
         under the Plan; and to make all other determinations deemed necessary
         or advisable for administering the Plan. Notwithstanding any other
         provision herein, (i) the Administrator also shall have authority, in
         its discretion, to accelerate the date that any option which was not
         otherwise exercisable or vested shall become exercisable or vested in
         whole or in part, and (ii) the Administrator shall also have authority,
         in its discretion, to extend the period during which an option may be
         exercised. To the extent, if any,


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         necessary to comply with Rule 16b-3, provisions in Section 6 of the
         Plan relating to the grant of options following the annual meeting of
         stockholders of the Company, and the amount, price and timing of such
         options, shall not be subject to the discretion of the Administrator or
         any other person. No member of the Administrator shall be liable for
         any action or determination made in good faith with respect to the
         Plan. The Administrator may delegate to an officer or officers of the
         Company the authorization to execute and deliver on behalf of the
         Company any document or instrument required to be delivered under this
         Plan.

         SECTION 3. TYPE OF OPTIONS. Options granted pursuant to the Plan shall
be nonstatutory options which are not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         SECTION 4. ELIGIBILITY. Directors of the Company who, at the time of
grant, are not employees or officers of the Company ("Eligible Directors") shall
be eligible to participate in the Plan. Each Eligible Director to whom options
are granted shall be referred to herein as a "Participant" in the Plan.

         SECTION 5. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as
provided in Section 10 below, an aggregate of 400,000 shares of the Company's
Common Stock, par value $0.001 (the "Common Stock"), shall be available for
issuance pursuant to the provisions of the Plan. Such shares may be authorized
and unissued shares or may be shares issued and thereafter acquired by the
Company. If an option granted under the Plan shall expire or terminate for any
reason without having been exercised in whole or in part, the unpurchased shares
subject to such option shall again be available for subsequent option grants
under the Plan.

         SECTION 6. AUTOMATIC GRANT OF OPTIONS.

                  (a) On December 30, 1998 each Eligible Director shall receive
         options to purchase 8,000 shares of Common Stock, and on an annual
         basis thereafter on the first business day after the annual meeting of
         the stockholders of the Company as designated in the notice of annual
         meeting of stockholders, each Eligible Director of the Company shall
         receive options to purchase 4,000 shares of Common Stock. The date of
         grant of an option (the "Grant Date") shall be December 30, 1998 with
         respect to the options granted on that date and the first business day
         after each subsequent annual meeting of the stockholders with respect
         to the options granted on such dates.

                  (b) Notwithstanding the provisions of Section 6(a) herein, in
         the event that a Participant fails to attend four Board meetings
         between the Grant Date and the date of the next annual meeting of the
         stockholders of the Company, the Participant shall forfeit options to
         purchase 1,000 shares for each meeting less than four which the
         Participant attends; provided, however, that in the event the
         Participant fails to attend at least two Board meetings between the
         Grant Date and the date of the next annual meeting, the Participant
         shall forfeit all options granted to him or her on the previous Grant
         Date. Participation by conference telephone or by other
         telecommunications equipment will be



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         deemed attendance at a Board meeting for the purpose of receiving
         options under this Plan.

         SECTION 7. TERMS AND CONDITIONS OF OPTIONS.

         7.1 Exercise and Term of Options.

                  (a) Each option granted under the Plan shall be exercisable at
         the rate of one-third (1/3) per year commencing on the first
         anniversary of the Grant Date, such that the option shall become
         exercisable in full on the third anniversary of each Grant Date,
         subject to the provisions of Section 7.1(b) and Section 9 hereof.
         Options granted under the Plan shall expire ten years from the date on
         which the option is granted, unless terminated earlier in accordance
         with the Plan.

                  (b) Notwithstanding the provisions of Section 7.1(a) above, an
         option granted to any Participant shall become immediately exercisable
         in full upon the first to occur of:

                           (i) The death of the Participant, in which case the
                  option may be exercised by the Participant's executor or
                  administrator, or if not so exercised, by the legatees or
                  distributees of his or her estate or by such other person or
                  persons to whom the Participant's rights under the option
                  shall pass by will or by the applicable laws of descent and
                  distribution;

                           (ii) Such time as the Participant ceases to be a
                  director of the Company by reason of his or her permanent
                  disability (as determined by the Administrator);

                           (iii) Such time as the Participant ceases to be a
                  director of the Company as a result of retirement from the
                  Board of Directors on or after attaining age 65; or

                           (iv) Such time as a Participant ceases to be eligible
                  to participate in this Plan by reason of his or her becoming
                  an employee of the Company or any of its subsidiaries.

                  (c) In the event a Participant ceases to be a director of the
         Company by reason of death as described in Section 7.1(b)(i), any
         option granted to such Participant hereunder shall expire 90 days from
         the date the Participant ceases to be a director of the Company, but in
         no event later than the day preceding the tenth anniversary of the
         Grant Date of such option.

                  (d) In the event that the Participant ceases to be a director
         of the Company due to disability, retirement or becoming an employee of
         the Company or a subsidiary as described in Sections 7.1(b)(ii) through
         (iv), and after his or her option has become exercisable in whole or in
         part, such option shall remain exercisable in whole or in part, as the
         case may be, in accordance with the terms hereof for a period of 30
         days from the



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         date the Participant ceases to be a director, but in no event later
         than the day preceding the tenth anniversary of the Grant Date of such
         option.

                  (e) In the event that the services of a Participant as a
         director of the Company terminate for a reason other than due to death,
         disability, retirement or becoming an employee of the Company as
         provided in Section 7.1(b)(i) through (iv) above, then his options
         shall terminate at the time of his termination of service; provided,
         however, that no portion of the option may be exercised later than the
         day preceding the tenth anniversary of the Grant Date of such option.

         7.2 Exercise Price. The exercise price of each share of Common Stock
subject to an option shall be the "Fair Market Value" of a share of Common Stock
on the Grant Date of the option. "Fair Market Value" means the value determined
on the basis of the good faith determination of the Administrator, without
regard to whether the Common Stock is restricted or represents a minority
interest, pursuant to the applicable method described below:

                  (a) If the Common Stock is listed on a national securities
         exchange or quoted on The Nasdaq Stock Market ("NASDAQ"), the "Fair
         Market Value" shall be the closing price per share of the Common Stock
         on the date on which the option is granted or other determination is
         made (each, a "valuation date") or the most recent trading date
         preceding the valuation date for which such information is available,
         as reported by the principal national exchange on which such shares are
         traded (in the case of an exchange) or by the NASDAQ, as the case may
         be;

                  (b) If the Common Stock is not listed on a national securities
         exchange or quoted on the NASDAQ, but is actively traded in the
         over-the-counter market, the "Fair Market Value" shall be the average
         of the closing bid and asked prices for the Common Stock on the
         valuation date, or the most recent trading date preceding the valuation
         date for which such quotations are reported; and

                  (c) If, on the relevant date, the Common Stock is not publicly
         traded or reported as described in Section 7.2(a) or (b) herein, the
         "Fair Market Value" shall be determined in good faith by the
         Administrator.

         7.3 Payment of Exercise Price; Tax Withholding.

                  (a) Subject to the terms and conditions of the Plan, an option
         granted hereunder shall, to the extent then exercisable, be exercisable
         in whole or in part by giving written notice to the Company's Secretary
         stating the number of shares with respect to which the option is being
         exercised, accompanied by payment in full for such shares.

                  (b) An option may be exercised by providing payment (i) in
         cash or check and (ii) if approved by the Administrator, payment in
         full or in part may also be made (A) by delivering Common Stock already
         owned by the Participant having a total Fair Market Value on the date
         of such delivery equal to the Option Price; (B) by authorizing the


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         Company to retain shares of Common Stock which would otherwise be
         issuable upon exercise of the Option having a total Fair Market Value
         on the date of delivery equal to the Option Price; (C) by the delivery
         of cash by a broker-dealer to whom the Participant has submitted a
         notice of exercise (in accordance with Part 220, Chapter II, Title 12
         of the Code of Federal Regulations, so-called "cashless" exercise); or
         (D) by any combination of the foregoing. No shares of Common Stock will
         be issued until full payment therefor has been made.

                  (c) The Participant shall pay the Company an amount sufficient
         to cover withholding required by law for any federal, state, local or
         foreign taxes, if any, in connection with an exercise of options
         herewith. A Participant may elect in lieu of paying cash to deliver
         shares of Common Stock or direct the Company that shares of Common
         Stock be withheld to satisfy required tax withholding and such shares
         shall be valued at the Fair Market Value as of the exercise date and
         the Administrator shall determine the timing and other terms and
         conditions in which the use of shares of Common Stock to satisfy tax
         withholding may take place.

         7.4 Rights as a Stockholder. No person will have any rights of a
stockholder as to shares of Common Stock subject to an option until, after
proper exercise of the option or other action required, such shares have been
recorded on the Company's official stockholder records as having been issued or
transferred. Upon exercise of the option or any portion thereof, the Company
will have thirty (30) days in which to issue the shares, and the Participant
will not be treated as a stockholder for any purpose whatsoever prior to such
issuance. No adjustment will be made for cash dividends or other rights for
which the record date is prior to the date such shares are recorded as issued or
transferred in the Company's official stockholder records, except as provided
herein or in an option agreement.

         7.5 Documentation of Option Grants. Option grants shall be evidenced by
written instruments prescribed by the Administrator from time to time. The
instruments may be in the form of agreements to be executed by both the
Participant and the president or any vice president of the Company or in the
form of certificates, letters or similar instruments, which need not be executed
by the Participant but acceptance of which will evidence agreement to the terms
of the grant.

         7.6 Nontransferability of Options. Except as otherwise provided in this
Section 7.6, no option granted under the Plan shall be assignable or
transferable by the Participant to whom it is granted, either voluntarily or by
operation of law, except (a) by will or the laws of descent and distribution or
(b) to the extent permitted by the Administrator in a manner consistent with the
registration provisions of the Securities Act of 1933, as amended (the
"Securities Act"), during the lifetime of the Participant, to (i) the spouse or
lineal descendants of the Participant ("Immediate Family Members"), (ii) a trust
or trusts maintained for the exclusive benefit of the Participant and/or such
Immediate Family Members, or (iii) a limited partnership or limited liability
company in which the only partners or members are the Participant and/or such
Immediate Family Members, formed for estate planning purposes; provided, that
(y) the stock option agreement or any amendment thereto executed by the
Administrator pursuant to which such option is granted must expressly provide
for the transferability in a manner consistent with



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this Section, and (z) subsequent transfers of a transferred option shall be
prohibited (except as otherwise provided in this Section 7.6), and except that
distributions may be made to the Participant and/or such Immediate Family
members from trusts, family limited partnerships or family limited liability
companies described herein). Following a transfer permitted herein, any such
option shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided, that for the purposes of
Sections 7.3 and 7.4 of this Plan, the term "Participant" shall be deemed to
refer to the permitted transferee with respect of the options so transferred.
The events contained in Sections 7.1(b), 7.1(c) 7.1(d) and 7.1(e) shall continue
to be applied with respect to the original Participant, and transferred options
shall expire at or after the date the original Participant ceases to be a
director of the Company as provided in Sections 7.1(c), 7.1(d) and 7.1(e) and
shall otherwise be exercisable by the transferee only to the extent and for the
periods specified in Sections 7.1 and 7.3.

         7.7 Approvals. The effectiveness of the Plan and any options granted
hereunder are subject to the approval of the Plan by affirmative vote of a
majority of the shares of the Common Stock present in person or by proxy and
entitled to vote at an annual or special meeting of the stockholders or by
written consent as provided in the Company's charter or by-laws. In the event
that the Plan is not approved by the stockholders, the Plan and any options
granted hereunder shall be void as of no effect.

         The Company's obligation to sell and deliver shares of Common Stock
under the Plan is subject to the approval of any governmental authority required
in connection with the authorization, issuance or sale of the Common Stock.

         SECTION 8. REGULATORY COMPLIANCE AND LISTING. The issuance or delivery
of any shares of stock subject to exercisable options hereunder may be postponed
by the Administrator for such period as may be required to comply with any
applicable requirements under federal securities laws, any applicable listing
requirements of any national securities exchange or similar organization or any
requirements under any law or regulation applicable to the issuance or delivery
of such shares. The Company shall not be obligated to issue or deliver any such
shares if the issuance or delivery thereof would constitute a violation of any
provision of any law or of any regulation of any governmental authority or any
rule of any national securities exchange or similar organization.

         SECTION 9. CHANGE IN CONTROL. Notwithstanding anything to the contrary
in the Plan, the following shall apply to all outstanding options granted under
the Plan:

         9.1 Definitions. The following definitions shall apply to this Section
9:

                  (a) A "Change in Control" shall mean:

                           (i) The acquisition by any individual entity or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                  1934 Act) or beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the 1934 Act) of 50% or more of the
                  combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the



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                  "Outstanding Voting Securities"); provided, however, that the
                  following acquisitions shall not constitute a Change of
                  Control: (A) any acquisition directly from the Company or any
                  of its subsidiaries, (B) any acquisition by the Company or any
                  of its subsidiaries, (C) any acquisition by any employee
                  benefit plan (or related trust) sponsored or maintained by the
                  Company or any of its subsidiaries, (D) any acquisition by any
                  corporation with respect to which, following such acquisition,
                  more than 50% of, respectively, the then outstanding shares of
                  common stock of such corporation and the combined voting power
                  of the then outstanding voting securities of such corporation
                  entitled to vote generally in the election of directors is
                  then beneficially owned, directly or indirectly, by
                  individuals, entities or groups who were the beneficial
                  owners, respectively, of at least 50% of the Outstanding
                  Voting Securities immediately prior to such acquisition in
                  substantially the same proportions as their ownership,
                  immediately prior to such acquisition, of the Outstanding
                  Voting Securities, or (E) the acquisition by any individual,
                  entity or group which on the date this Plan was adopted by the
                  Board owned 50% or more of the Outstanding Voting Securities.

                           (ii) Approval by the stockholders of the Company of a
                  reorganization, merger or consolidation, in each case, with
                  respect to which all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Outstanding Voting Securities immediately prior to such
                  reorganization, merger or consolidation do not, following such
                  reorganization, merger or consolidation, beneficially own,
                  directly or indirectly, more than 50% of the combined voting
                  power of the then outstanding voting securities entitled to
                  vote generally in the election of directors, as the case may
                  be, of the corporation resulting from such reorganization,
                  merger or consolidation in substantially the same proportions
                  as their ownership, immediately prior to such reorganization,
                  merger or consolidation, of the Outstanding Voting Securities;
                  or

                           (iii) Approval by the stockholders of the Company of
                  (A) a complete liquidation or dissolution of the Company or
                  (B) the sale or other disposition of all or substantially all
                  of the assets of the Company other than to a corporation, with
                  respect to which following such sale or other disposition,
                  more than 50% of, respectively, the then outstanding shares of
                  common stock of such corporation and the combined voting power
                  for the then outstanding voting securities of such corporation
                  entitled to vote generally in the election of directors is
                  then beneficially owned, directly or indirectly, by all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Outstanding Voting
                  Securities immediately prior to such sale or other disposition
                  in substantially the same proportion as their ownership,
                  immediately prior to such sale or other disposition, of the
                  Outstanding Voting Securities.

                  (b) "CIC Price" shall mean the higher of (i) the highest price
         paid for a share of Common Stock in the transaction or series of
         transactions pursuant to which a Change in Control of the Company shall
         have occurred, or (ii) the highest reported sales price of



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         a share of Common Stock during the 60-day period immediately preceding
         the date upon which the event constituting a Change in Control shall
         have occurred.

         9.2 Acceleration of Vesting and Payment of Stock Options.

                  (a) Upon the occurrence of an event constituting a Change in
         Control, all options outstanding on such date shall become 100% vested
         and exercisable and shall be repurchased by the Company by making a
         cash payment to the Participant for such options as soon as may be
         practicable. Upon such payment, such stock options shall be canceled.

                  (b) The amount of cash to be paid to a Participant shall be
         determined by multiplying the number of shares subject to the
         Participant's outstanding options by the difference between the
         exercise price per share and the CIC Price, if higher.

                  (c) Notwithstanding Section 9.2(a) and 9.2(b) herein, if the
         exercise price of options held by a Participant exceeds the CIC Price
         or the Fair Market Value on the date on which the first event
         constituting a Change in Control (as defined in Section 9.1 herein)
         occurs, as the case may be, such option shall be 100% vested and
         exercisable but shall not be canceled.

         SECTION 10. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the
event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Company's capitalization, or other
distribution with respect to holders of the Common Stock (other than normal cash
dividends), automatic adjustment shall be made in the number and kind of shares
as to which outstanding options or portions thereof then unexercised shall be
exercisable and in the available shares set forth in Section 5 hereof, to the
end that the proportionate interest of the option holder shall be maintained as
before the occurrence of such event. Such adjustment in outstanding options
shall be made without change in the total price applicable to the unexercised
portion of such options and with a corresponding adjustment in the option price
per share. Automatic adjustment shall also be made in the number and kind of
shares subject to options subsequently granted under the Plan.

         SECTION 11. NO RIGHT TO REELECTION. Nothing in the Plan shall be deemed
to create any obligation on the part of the Board to nominate any non-employee
director for reelection by the Company's stockholders, nor confer upon any
non-employee director the right to remain a member of the Board for any period
of time or at any particular rate of compensation.

         SECTION 12. AMENDMENT AND TERMINATION.

                  (a) The Board may amend, modify or terminate the Plan at any
         time and from time to time; provided, however, that unless required by
         law, no such amendment or modification shall (i) materially adversely
         affect any right or obligation with respect to any outstanding option
         without the consent of the holder of the option, or (ii) unless
         previously approved by the stockholders, increase the number of shares
         of Common



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         Stock available for grants as provided in Section 5 hereof other than
         an adjustment pursuant to Section 10 hereof. In addition, no such
         amendment shall, unless previously approved by the stockholders (where
         such approval is necessary to satisfy then applicable requirements of
         federal securities laws, the Code or rules of any stock exchange on
         which the Company's Common Stock is listed) (i) in any manner affect
         the eligibility requirements set forth in Section 4 hereof, (ii)
         increase the number of shares of Common Stock subject to any option,
         (iii) change the purchase price of the shares of Common Stock subject
         to any option, (iv) extend the period during which options may be
         granted under the Plan, or (v) materially increase the benefits to
         Participants under the Plan.

                  (b) Unless earlier terminated by the Board of Directors, or
         the shares reserved under the Plan shall have all been committed for
         options granted pursuant to the Plan, the Plan shall terminate on
         December 31, 2008; provided, however, that options which are granted on
         or before this date shall remain exercisable in accordance with their
         respective terms after the termination of the Plan.

         SECTION 13. SUCCESSORS AND ASSIGNS. The Plan shall be binding on all
successors and permitted assigns of a Participant, including but not limited to,
the estate of such Participant and the executor, administrator or trustee of
such estate, the guardian or legal representative of the Participant.

         SECTION 14. GOVERNING LAW. The validity, construction and effect of the
Plan and any action taken or relating to the Plan shall be determined in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of laws, and applicable federal law.

         SECTION 15. SECTION 16(B) COMPLIANCE. It is the intention of the
Company that transactions by Eligible Directors under the Plan shall comply with
Rule 16b-3 under the Exchange Act. If any Plan provision is later found not to
be in compliance with Section 16 of the Exchange Act, then, unless the
Administrator shall determine otherwise, the provision shall be deemed null and
void or otherwise construed in such a manner as to enable transactions under the
Plan to meet the requirements of Rule 16b-3 or any successor rule.



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         IN WITNESS WHEREOF, this Amended and Restated Stock Option Plan for
Non-Employee Directors, as further amended and restated effective as of May 17,
2001, has been executed in behalf of the Company.

                                   BLUE RHINO CORPORATION


                                   By: /s/ Billy D. Prim
                                       ----------------------------------------
                                           Billy D. Prim
                                           President and Chief Executive Officer
Attest:


/s/ Mark Castaneda
------------------------------------
Mark Castaneda
Secretary

[Corporate Seal]


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