**Exhibit 10.2**
**GUARANTY**
     **THIS GUARANTY,**made this 29th day of July, 2003, by BLUE RHINOCORPORATION, a Delaware corporation (“Guarantor”), manager of PLATINUM PROPANEOF LOS ANGELES, LLC, a California limited liability company, in favor of BRPARTNERS THREE, LLC, an Indiana limited liability company (“Landlord”).
***RECITALS***
     A.     Landlord and PLATINUM PROPANE OF LOS ANGELES, LLC, a California limitedliability company (“Tenant”) have entered into a lease agreement dated October21, 2003 (the “Lease”) wherein Tenant has leased real estate from Landlordlocated in Riverside, California.
     B.     As partial consideration for the Lease, Landlord requires thatGuarantor guarantee the full performance of the Lease to be kept and performedby Tenant, including the payment of all rentals and other charges to accruethereunder.
     **NOW, THEREFORE,**Guarantor covenants as follows:
     1.     **Guaranty.**The Guarantor, for itself and its successors and assigns,guarantees the prompt payment when due, or whenever payment may become dueunder the terms of the Lease, of all payments of rent, additional rent,impositions, and all other charges, expenses and costs of every kind andnature, which are or may be due now or in the future under the terms of theLease, any agreements or documents related to the Lease, or any othertransaction between the Landlord and the Tenant directly or indirectly relatedto the Lease; and the complete and timely performance, satisfaction andobservance of the terms, covenants and conditions of the Lease, rules and
 

 

regulations and related obligations arising by reason of the Lease,required to be performed, satisfied or observed by the Tenant.
     2.     **Coverage of Guaranty.**This guaranty extends to any and all liabilitywhich the Tenant has or may have to the Landlord by reason of matters occurringduring the Lease Term (as defined in the Lease) and after the expiration of theLease Term by reason of removal of Tenant’s property, surrender of possessionor other matters. This guaranty extends to any successor of the Tenant, anyassignee or sublessee of the Tenant, to any extension or renewals of the LeaseTerm, and to any term established by reason of the holdover of the Tenant, anassignee or sublessee, all pursuant to the terms and conditions of the Lease.
     3.     **Performance Guaranty.**In the event that the Tenant fails to perform,satisfy or observe the terms and conditions of the Lease, rules andregulations, and related Lease obligations required to be performed, satisfiedor observed by the Tenant, the Guarantor will promptly and fully perform,satisfy and observe the obligation or obligations in the place of the Tenant.The Guarantor shall pay, reimburse and indemnify Landlord for any and alldamages, costs, expenses, losses and other liabilities, including reasonableattorney fees, arising or resulting from the failure of the Tenant to perform,satisfy or observe any of the terms and conditions of the Lease, rules andregulations and related obligations.
     4.     **Waiver of Notices.**Without notice to or further assent from theGuarantor, the Landlord may waive or modify any of the terms or conditions ofthe Lease, any rules and regulations or related Tenant obligations; orcompromise, settle or extend the time of payment of any amount due from theTenant or the time of performance of any obligation of the Tenant. Theseactions may be taken by the Landlord without discharging or otherwise affectingthe obligations of the Guarantor.
 

 

     5.     **Unconditional Obligations.**The liability of the Guarantor is direct,immediate, absolute, continuing, unconditional and unlimited. The Landlordshall not be required to pursue any remedies it may have against the Tenant oragainst any collateral as a condition to enforcement of this guaranty. Norshall the Guarantor be discharged or released by reason of the discharge orrelease of the Tenant for any reason, including a discharge in Bankruptcy,receivership or other proceedings, a disaffirmation or rejection of the Leaseby a trustee, custodian, or other representative in Bankruptcy, a stay or otherenforcement restriction, or any other reduction, modification, impairment orlimitation of the liability of the Tenant or any remedy of the Landlord. TheGuarantor assumes all responsibility for being and keeping itself informed ofTenant’s financial condition and assets, and of all other circumstances bearingupon the risk of nonperformance by Tenant under the Lease. The Guarantoragrees that Landlord shall have no duty to advise the Guarantor of informationknown to it regarding such circumstances or risks.
     6.     **Certificate of Existence.**On ten (10) days written notice fromLandlord, Guarantor shall execute a certificate acknowledging and reaffirmingthis Guaranty, its continued existence and that it remains binding and in fullforce and effect.
     7.     **Binding Effect.**This guaranty is binding upon the Guarantor, itssuccessors and assigns, and is binding upon and shall inure to the benefit ofthe Landlord, its successors and assigns. No assignment or delegation by theGuarantor shall release the Guarantor of its obligations under this guaranty.The term “Tenant” used in this guaranty includes also the first and anysuccessive assignee or sublessee of the Tenant.
     8.     **Modifications.**This guaranty may not be modified orally, but only by awriting signed by both the Guarantor and the Landlord. Modifications includeany waiver, change, discharge, modification, or termination.
 

 

     **IN WITNESS WHEREOF,**the Guarantor has duly signed this guaranty on thedate stated above.   **GUARANTOR:** **BLUE RHINO CORPORATION**     By: /s/ Mark Castaneda     Printed: Mark Castaneda     Its: Executive VP/CFO