sec document




                                                                    EXHIBIT 10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT

            Amendment   ("Amendment")  dated  December  9,  2004  to  Employment
Agreement dated as of May 13, 2002 (the  "Employment  Agreement") by and between
NuCO2 Inc. ("the Corporation") and William Scott Wade ("Wade").

            WHEREAS,  the  Corporation  and Wade are  parties to the  Employment
Agreement; and

            WHEREAS,  the  Corporation  and Wade  wish to amend  the  Employment
Agreement to make certain modifications thereto;

            NOW,  THEREFORE,  for Ten Dollars  ($10) and other good and valuable
consideration,  the receipt and sufficiency of which are acknowledged by each of
the parties, the Corporation and Wade hereby agree as follows:

           1.     References  in  Paragraphs  1.1  and  1.2  of  the  Employment
                  Agreement to "Executive Vice President,  Operations"  shall be
                  replaced with "Chief Operating Officer".

           2.     The first  sentence  of  Paragraph  2.1(a)  of the  Employment
                  Agreement shall be amended in its entirety to read as follows:

                  "A base salary  ("Base  Salary")  at the rate of $275,000  per
                  annum  commencing on July 1, 2004,  payable in accordance with
                  the Corporation's regular payment schedule for its employees."

           3.     The  last  sentence  of  Paragraph  2.1(c)  of the  Employment
                  Agreement shall be amended in its entirety to read as follows:

                  "The  annual  cash bonus  will have a target of fifty  percent
                  (50%) of Base Salary (the "Target  Cash  Bonus")  based on the
                  full  achievement of its projected  EBITDA and other operating
                  and  financial  criteria  as  projected  in the  Corporation's
                  business  plan  approved  by the  Board of  Directors  and the
                  Executive meeting individual  achievement goals recommended by
                  the Executive and approved by the Chief Executive Officer."

           4.     The paragraph  immediately  preceding  Paragraph 4.2(a) of the
                  Employment  Agreement shall be amended in its entirety to read
                  as follows:

                  "In consideration of the acknowledgement by the Executive, and
                  in consideration  of the compensation and benefits  (including
                  the  payments  described  in  Paragraph  5.1(c)) to be paid or
                  provided to the  Executive by the  Corporation,  the Executive
                  covenants  that he will not,  during the Term and for a period
                  of  two  (2)  years   following  the   expiration  or  earlier
                  termination  of this  Agreement,  without  the  prior  written
                  consent of the Corporation, directly or indirectly:"

           5.     Paragraph 5.1(a) of the Employment  Agreement shall be amended
                  in its entirety to read as follows:

                  "(a)   Continuation   of  all  benefits,   including   without
                  limitation  medical,  dental  and life  insurance  for one and
                  one-half  (1-1/2) years following the date of termination,  or






                  until the date on which the Executive  first becomes  eligible
                  for insurance  coverage of a similar nature provided by a firm
                  that employs him  following  termination  of employment by the
                  Corporation, whichever occurs first."

           6.     Paragraph 5.1(c) of the Employment  Agreement shall be amended
                  in its entirety to read as follows:

                  "(c) An amount  equal to the  greater of (i) one and  one-half
                  (1-1/2)  times (y) the  Executive's  then current  annual Base
                  Salary and (z) the Executive's  Target Cash Bonus for the then
                  current  year and (ii) six  hundred  eighteen  thousand  seven
                  hundred fifty dollars  ($618,750) to be paid within sixty (60)
                  days of termination of employment.  The parties agree that the
                  amount of $550,000  payable  pursuant to this Paragraph 5.1(c)
                  shall  be  treated  as  paid  for  in  consideration  for  the
                  non-compete provisions set forth in Paragraph 4.2 and shall be
                  subject to the  enforcement  provisions set forth in Paragraph
                  4.3 and the balance shall be treated as severance."

           7.     Paragraph 5.2 of the Employment  Agreement shall be amended by
                  adding the following at the end thereof:

                  "The  Executive  hereby  covenants  and  agrees  that he shall
                  notify the Corporation in writing of any claim by the Internal
                  Revenue  Service that any amount paid,  distributed or treated
                  as paid or  distributed  by the  Corporation  pursuant to this
                  Paragraph 5 to or for the Executive's benefit would be subject
                  to the excise tax  imposed  by  Section  4999 of the  Internal
                  Revenue Code of 1986, as amended,  or any interest,  penalties
                  or additions to tax are incurred by the Executive with respect
                  to such excise tax (such  excise tax,  together  with any such
                  interest,  penalties  and  additions to tax,  are  hereinafter
                  collectively   referred   to  as  the  "Excise   Tax").   Such
                  notification  shall be given  as soon as  practicable  but not
                  later than ten business  days after the  Executive is informed
                  in writing of such claim and shall apprise the  Corporation of
                  the  nature of such  claim and the date on which such claim is
                  requested to be paid.  The Executive  shall not pay such claim
                  prior to the  expiration  of the 30-day  period  following the
                  date on which it gives such notice to the Corporation (or such
                  shorter  period  ending on the date that any  payment of taxes
                  with respect to such claim is due). In addition, the Executive
                  shall:

                  (i) give the Corporation any information  reasonably requested
                  by the Corporation relating to such claim,

                  (ii) take such action in connection with contesting such claim
                  as the Corporation  shall  reasonably  request in writing from
                  time to time, including,  without limitation,  accepting legal
                  representation  with  respect  to such  claim  by an  attorney
                  reasonably selected by the Corporation,

                  (iii)  cooperate with the Corporation in good faith so that it
                  may effectively contest such claim, and

                  (iv) permit the Corporation to control any proceeding relating
                  to such claim.

                  The  Corporation  hereby  covenants  and agrees  that it shall
                  contest any claim  described in this Section  5.2(c) and shall
                  bear and pay directly all costs and  expenses  (but  excluding







                  any Excise  Tax,  which  shall  remain the  obligation  of the
                  Executive)  incurred in connection with such contest.  Without
                  limiting the  foregoing,  the  Corporation  shall  control all
                  proceedings  taken in connection with such contest and, at its
                  sole  option,  may pursue or forgo any and all  administrative
                  appeals, proceedings, hearings and conferences with the taxing
                  authority  in  respect  of such  claim  and  may,  at its sole
                  option, either direct the Executive to pay the tax claimed and
                  sue for a  refund  or  contest  the  claim  in any  reasonable
                  manner,  and the Executive agrees to prosecute such contest to
                  a determination before any administrative tribunal, in a court
                  of initial  jurisdiction and in one or more appellate  courts,
                  as the Corporation  shall determine;  provided,  however,  the
                  Corporation  shall  consult with the Executive and his counsel
                  in connection  with, and provide the Executive and his counsel
                  with status reports of, such proceedings; and further provided
                  that (i) the  Corporation's  control of the  contest  shall be
                  limited  to issues  relating  to the  Excise  Tax and (ii) any
                  extension of the statute of limitations relating to payment of
                  taxes for Executive's  taxable year with respect to which such
                  contested  amount is claimed  to be due is  limited  solely to
                  such contested amount.  The Executive shall not be entitled to
                  settle any issue raised by the Internal Revenue Service or any
                  other taxing  authority with respect to the Excise Tax without
                  the prior written consent of the Corporation.

                  In the event that a  valuation  is  necessary  to support  the
                  position that the tax claimed is not due, in whole or in part,
                  in connection with any such dispute or contest, such valuation
                  will  be  determined   through  an   independent   third-party
                  appraisal  of the  Corporation's  selection,  and the expenses
                  incurred  in  obtaining  such  appraisal  will be borne by the
                  Corporation."

           8.     Paragraph 5.3 of the Employment  Agreement shall be amended by
                  deleting the word "or" immediately following the semi-colon at
                  the end of subparagraph (d), deleting the period at the end of
                  subparagraph (e) and adding "; or" at the end thereof,  and by
                  and adding the following new subparagraphs (f) and (g) to read
                  as follows:

                  "(f) the  failure of the  Corporation,  its  successor  or any
                  Group of Persons acquiring  substantially all of the assets of
                  the Corporation to assume any and all terms of this Agreement;
                  or

                  (g) a material  breach of this  Agreement by the  Corporation,
                  its successor or any Group of Persons acquiring  substantially
                  all of the assets of the Corporation  that remains uncured for
                  a period if  thirty  (30) days  after the  Executive  provides
                  notice  of such  material  breach in the  manner  set forth in
                  Paragraph 6.5."

           9.     A new  paragraph 5.4 is added to the  Employment  Agreement to
                  read as follows:

                  "5.4 ARBITRATION.  In the event that the Executive  reasonably
                  believes that he has Good Reason to terminate  his  employment
                  in reliance  upon  Paragraph 5.3 hereof,  the Executive  shall
                  notify  the  Corporation  in  writing  of such Good  Reason to
                  terminate his employment.  If the  Corporation  disagrees with
                  the  Executive's  belief that he has Good Reason to  terminate
                  his  employment  in reliance upon  Paragraph 5.3 hereof,  such
                  unresolved  dispute or  controversy  arising  thereunder or in
                  connection   therewith   shall  be  settled   exclusively   by
                  arbitration  conducted  in  accordance  with the  rules of the
                  American  Arbitration  Association  then in  effect  in Martin
                  County,  Florida. The arbitrators shall not have the authority
                  to add to, detract from, or modify any provision hereof nor to







                  award  punitive  damages to any injured party. A decision by a
                  majority of the  arbitration  panel shall be final and binding
                  on whether  "Good Reason"  exists.  Judgment may be entered on
                  the arbitrators' award in any court having  jurisdiction.  The
                  direct  expense of any  arbitration  hearing shall be borne by
                  the Corporation.  Each party shall bear its own counsel's fees
                  and expenses."

          10.     Paragraph 6.4 of the Employment  Agreement shall be amended in
                  its entirety to read as follows:

                  "6.4 JURISDICTIONAL  CONSENT. Except as specifically set forth
                  herein,  any  dispute  or  controversy   between  the  parties
                  relating to or arising out of this Agreement, or any amendment
                  or  modification  hereof  shall be  determined  by the Supreme
                  Court, County of Martin,  State of Florida. The service of any
                  notice,  process,  motion or other document in connection with
                  an action under this  Agreement,  may be effectuated by either
                  personal  service upon a party or by certified  mail  directly
                  addressed to him at his address set forth on Page 1 hereof."

          11.     Except as herein  provided,  the  Employment  Agreement  shall
                  remain unchanged and in full force and effect.

            IN WITNESS  WHEREOF,  the  Corporation  and Wade have  executed this
Amendment to be executed this 9th day of December 2004.



NUCO2 INC.                                    WILLIAM SCOTT WADE

By: /s/ Michael E. DeDomenico                 /s/ William Scott Wade
    -------------------------                 ----------------------
    Name:  Michael E. DeDomenico
    Title: Chairman and CEO