AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
                     AND AMENDMENT NO. 6 TO SUPPLEMENT A TO
                           LOAN AND SECURITY AGREEMENT

                                             October 29, 1996

          All Star Gas Corporation, f/k/a
            Empire Gas Corporation
          1700 South Jefferson Street
          Lebanon, Missouri 65536

          Attention:  Ms. Valeria Schall

          Ladies and Gentlemen:

                    Reference is made to the Loan and Security Agree-
          ment dated as of June 29, 1994, among Empire Gas Corporation
          ("Borrower"), the Lenders party thereto ("Lenders") and Bank
          of America Illinois, f/k/a Continental Bank, f/k/a Continen-
          tal Bank N.A., as a Lender and as Agent for the Lenders, as
          amended through the date hereof (the "Loan Agreement"). 
          Unless otherwise defined herein, capitalized terms used
          herein shall have the meaning ascribed to such terms in the
          Loan Agreement.

                    Borrower has informed Agent that effective October
          1, 1996, Borrower has changed its name to "All Star Gas
          Corporation" and hereby requests that Agent and Lenders
          address all correspondence to Borrower under that name.

                    Borrower has further requested that Requisite
          Lenders agree to amend the Loan Agreement in certain re-
          spects, including without limitation, to extend the Termina-
          tion Date thereunder and to provide for certain interest
          rate reductions upon the achievement by Borrower of certain
          financial benchmarks.  Requisite Lenders have agreed to the
          foregoing, on terms and conditions contained herein.

                    Therefore, the parties hereto agree as follows:

                    1.  Amendments to Loan Agreement.  Section 1.1 of
          the Loan Agreement is hereby amended as follows:

               (a)  The formula contained in the definition of the
               term "LIBOR Rate" contained in Section 1.1 of the Loan
               Agreement is hereby amended and restated in its entire-
               ty, as follows:

               "LIBOR Rate = Applicable LIBOR Margin plus            
          LIBOR Base Rate            "
                                                                         
                  1-Eurocurrency Reserve Requirement

               (b)  Clause (c) of the definition of the term "Permit-
               ted Acquisition" contained in Section 1.1 of the Loan
               Agreement is hereby amended and restated in its entire-
               ty, as follows:


                    "(c)  immediately prior to, and immediately after,
                    consummation of such Acquisition, the Revolving
                    Credit Amount exceeds the outstanding principal
                    balance of the Revolving Loans plus the Letter of
                    Credit Obligations by at least (i) $500,000 at all
                    times prior to the occurrence of a Payment Event
                    and (ii) $1,500,000 at all times on and after the
                    occurrence of a Payment Event."

               (c)  The definition of the term "Termination Date"
               contained in Section 1.1 of the Loan Agreement is
               hereby amended by deleting therefrom the date "June 29,
               1997" and inserting in its place the date "June 29,
               1998."

               (d)  Section 1.1 of the Loan Agreement is hereby fur-
               ther amended by inserting therein, in proper alphabeti-
               cal order, the following new definitions:

                         "'Applicable LIBOR Margin' means a percentage
                    equal to 3.00% on the date hereof, which will be
                    adjusted on a fiscal quarterly basis hereafter,
                    commencing on September 30, 1996, depending on the
                    amount of EBITDA for the 12-month period ending on
                    the last day of such fiscal quarter, as follows:

                                                  Applicable LIBOR
                              EBITDA                     Margin

                    Less than $15,500,000                  3.00%

              Greater than or equal to $15,500,000         2.50%
                      and less than $20,000,000

              Greater than or equal to $20,000,000         2.00%

               The calculation of EBITDA for each fiscal quarter shall
               be based on the financial statements delivered by
               Borrower to Agent pursuant to Section 5.1.1.  Each
               adjustment to the Applicable LIBOR Margin shall be
               effective prospectively 5 Banking Days after the date
               of delivery of the applicable financial statements.

                         "'Applicable Reference Margin' means a per-
               centage equal to 1.50% on the date hereof, which will
               be adjusted on a fiscal quarterly basis hereafter,
               commencing on September 30,1 996, depending on the
               amount of EBITDA for the 12-month period ending on the
               last day of such fiscal quarter, as follows:

                                                  Applicable Reference
                              EBITDA                     Margin

                    Less than $15,500,000                1.50%

           Greater than or equal to $15,500,000          1.00%
                and less than $20,000,000

           Greater than or equal to $20,000,000           .50%

               The calculation of EBITDA for each fiscal quarter shall
               be based on the financial statements delivered by
               Borrower to Agent pursuant to Section 5.1.1.  Each
               adjustment to the Applicable Reference Margin shall be
               effective prospectively 5 Banking Days after the date
               of delivery of the applicable financial statements.

                         "'EBITDA' means, for any period, net earnings
               before interest expense, income tax expense, deprecia-
               tion and amortization, all determined by Borrower and
               its Subsidiaries on a consolidated basis and in accor-
               dance with GAAP."

                         "Payment Event" means the initial receipt by
               Borrower of any amount under the certain Termination
               Agreement dated September 28, 1996, among Borrower,
               Northwestern Growth Corporation and SYN Inc., as the
               same may be amended, modified or revised from time to
               time."

                    2.  Amendment to Supplement A.  Subsection (a) of
          Section 3.1.1 of Supplement A is hereby amended by deleting
          therefrom the percentage "1.00%" and inserting in its place
          the phrase "Applicable Reference Margin."

                    3.  Scope.  This Amendment No. 3 to Loan and
          Security Agreement and Amendment No. 6 to Supplement A to
          Loan and Security Agreement (the "Amendment") shall have the
          effect of amending the Loan Agreement, Supplement A and the
          Related agreements as appropriate to express the agreements
          contained herein.  In all other respects, the Loan Agree-
          ment, Supplement A and the Related Agreements shall remain
          in full force and effect in accordance with their respective
          terms.

                    4.  Conditions to Effectiveness.  This Amendment
          shall be effective immediately upon the execution of this
          Amendment by Agent, on behalf of the Requisite Lenders,
          acceptance hereof by Borrower and each other Obligor, and
          delivery hereof to BAI at 231 South LaSalle Street, Chicago,
          Illinois 60697, Attention:  Mr. Mark Cordes, on or prior to
          October 28, 1996, together with the following:

                    1.  Fully executed copies of (a) the certain
               Termination Agreement dated September 28, 1996, among
               Borrower, Northwestern Growth Corporation and SYN Inc.,
               (b) the certain Purchase and Sale Agreement dated as of
               May 17, 1995, referred to therein, (c) the certain
               Management Agreement dated as of May 17, 1995, referred
               to therein and (d) the certain Agreement Among Initial
               Shareholders dated as of May 17, 1995, referred to
               therein.

                    2.  A.  $37,500 extension and amendment fee pay-
               able to Agent for its own account.

                    3.  Copies of documents evidencing the change of
               Borrower's name to "All Star Gas Corporation," certi-
               fied by the Secretary of State of Missouri and the
               Secretary of State of each other State in which Borrow-
               er is qualified to do business.

                                        Very truly yours,

                                        BANK OF AMERICA ILLINOIS,
                                        f/k/a/ CONTINENTAL BANK,
                                        f/k/a/ CONTINENTAL BANK N.A.,
                                        AS AGENT ON BEHALF OF REQUISITE
                                        LENDERS

          By____________________________________
                                           
          Its__________________________________

          Acknowledged and agreed to this
          29th day of October 1996.

          ALL STAR GAS CORPORATION f/k/a
             EMPIRE GAS CORPORATION

          By  /s/ Mark Castaneda
              Its  Vice President


                   Acknowledgment and Acceptance of Guarantors

                    Each of the undersigned is a party to the Master
          Corporate Guaranty dated June 29, 1994, in favor of BAI, as
          Agent for itself and Lenders (the "Guaranty"), pursuant to
          which each of the undersigned has guaranteed the Obligations
          of Borrower under the Loan Agreement.  Each of the under-
          signed hereby acknowledges receipt of the foregoing Amend-
          ment, accepts and agrees to be bound by the terms thereof,
          ratifiers and confirms all of its obligations under the
          Guaranty, and agrees that the Guaranty shall continue in
          full force and effect as to it, notwithstanding such Amend-
          ment.

                                        Acknowledged and Agreed to this
                                        31st day of October, 1996.

                                        EACH OF THE SUBSIDIARIES OF
                                        ALL STAR GAS CORPORATION f/k/a
                                        EMPIRE GAS CORPORATION LISTED
                                        ON EXHIBIT A ATTACHED HERETO

                                        By  /s/ Valeria Schall         
                          
                                        Vice President of each Subsidiary


                                    EXHIBIT A

                              List of Subsidiaries