Exhibit 10.1 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT Amendment No. 3 ("Amendment") dated December 7, 2006 to Employment Agreement dated as of May 13, 2002, as amended (the "Employment Agreement") by and between NuCO2 Inc. ("the Corporation") and...

                                                                    Exhibit 10.1


                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

      Amendment No. 3 ("Amendment") dated December 7, 2006 to Employment
Agreement dated as of May 13, 2002, as amended (the "Employment Agreement") by
and between NuCO2 Inc. ("the Corporation") and Xxxxxxx Xxxxx Xxxx ("Xxxx").

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

      WHEREAS, the Corporation and Xxxx 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 Xxxx hereby agree as follows:

      1.    Paragraph 1.5 of the Employment Agreement shall be amended in its
            entirety to read as follows:

            "1.5 The term of the Executive's employment hereunder shall
            continue, except as otherwise provided herein, through May 31,
            2009."

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

      IN WITNESS WHEREOF, the Corporation and Xxxx have executed this Amendment
to be executed this 7th day of December 2006.


NUCO2 INC.                                                XXXXXXX XXXXX XXXX

By: /s/ Xxxxxxx X. Xxxxxxxxxx                             /s/ Xxxxxxx Xxxxx Xxxx
    -------------------------                             ----------------------
    Name: Xxxxxxx X. XxXxxxxxxx
    Title: Chief Executive Officer