The undersigned (the "Employee"), in consideration of the payment of
one (1) year's Base Salary, does hereby agree to the termination of his
Employment Agreement dated August 10, 2000 with Heritage Holdings, Inc., as
assigned to U.S. Propane, L.P. effective as of the closing of the Contribution
Agreement dated November 6, 2003 between LaGrange Energy L.P. and each of
Heritage Propane Partners, L.P. and Heritage Operating, L.P.
This Agreement may be executed in one or more counterparts and by
original or facsimile signatures delivered by the parties to the other, each of
which shall be deemed an original, but all of which constitute one and the same
The parties hereto agree that the Employee shall continue as an at will
Dated January 20, 2004.
U. S. PROPANE, L.P.
By U.S. Propane, L.L.C., General Partner
Thomas H. Rose