CONTRIBUTION AGREEMENT



     This  Contribution  Agreement  ("Agreement") is made and entered into as of

the 8th day of  February,  2004,  by and among FCI  Trading  Corp.,  a  Delaware

corporation ("Parent"),  Ferrellgas,  Inc., a Delaware corporation (the "General

Partner "),  Ferrellgas  Partners,  L.P., a Delaware  limited  partnership  (the

"Partnership")  and  Ferrellgas,  L.P.,  a  Delaware  limited  partnership  (the

"Operating Partnership").



     WHEREAS, the General Partner is the general partner of both the Partnership

and the Operating Partnership;



     WHEREAS, Ferrell Companies, Inc., a Kansas corporation ("Ultimate Parent"),

is the sole  stockholder  of  Parent  and  Parent  is the sole  member of Diesel

Acquisition LLC ("Merger Sub"); and



     WHEREAS, Parent, Merger Sub, Ultimate Parent and Blue Rhino Corporation,  a

Delaware  corporation (the "Company") have entered into an Agreement and Plan of

Merger  dated as of the date hereof (the  "Plan"),  pursuant to which Merger Sub

will merge with and into the Company with the Company being the surviving entity

(the "Surviving Entity") in the merger (the "Merger"), thereby becoming a direct

wholly-owned subsidiary of Parent;



     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective

representations,  warranties,  mutual covenants and agreements  herein contained

and intending to be legally bound hereby, the parties hereto agree as follows:



     1.  Deposit of Funds.  Prior to the  Closing,  as defined in the Plan,  the

Operating  Partnership  shall  deliver an amount equal to the  aggregate  Merger

Consideration payable to all holders of Company Common Stock, as both such terms

are defined in the Plan, as the Parent's designee for the delivery of such funds

as described in the Escrow Agreement, as such term is defined in the Plan.



     2. Post-Merger Transactions.  After the consummation of the Merger pursuant

to the terms of the Plan, the parties hereto shall take the following actions:



          (a) Parent shall have  converted  the Company into a Delaware  limited

     liability company (the "Converted Entity") and shall contribute



               (i) a portion of the membership interests in the Converted Entity

          ("Parent  Contribution"),  which  together  with  any  portion  of the

          membership  interests of the Converted Entity that were distributed to

          the Ultimate Parent,  contributed to the General Partner and are to be

          contributed by the General Partner to the Partnership or the Operating

          Partnership  to  maintain  the  General  Partner's  interest  in those

          partnerships as set forth in those partnerships respective partnership

          agreements,  shall  constitute all of the membership  interests of the

          Converted Entity; and



                                       1







               (ii) Parent's  obligation to pay the Merger  Consideration as set

          forth in Section 2.1(b) of the Plan and Parent's obligations under the

          paying agent agreement,  as described in the Plan  (collectively,  the

          "Assumed Debt"),  which  obligations are hereby assumed in full by the

          Partnership;



          (b) the Partnership  and the General  Partner shall  contribute all of

     the  membership   interests  of  the  Converted  Entity  to  the  Operating

     Partnership,  in accordance  with the terms of the Operating  Partnership's

     partnership  agreement,   and  the  Partnership  shall  contribute  to  the

     Operating Partnership the Assumed Debt, which obligations in respect of the

     Assumed Debt are hereby assumed in full by the Operating Partnership; and



          (c) the Operating  Partnership  shall cause the Converted Entity to be

     merged with and into the Operating  Partnership  by filing a Certificate of

     Ownership  and  Merger  with the  Secretary  of State  of  Delaware,  which

     certificate  shall be filed  with the  Secretary  of State of the  State of

     Delaware  immediately after the Effective Time (as defined in the Plan) but

     shall  not be  effective,  pursuant  to its terms  and in  accordance  with

     Delaware  law,  until no later than two business  days after the  Effective

     Time.



     3. Consideration for Parent  Contribution.  In consideration for the Parent

Contribution,  the Partnership  shall issue to Parent, on the date of the Parent

Contribution,  common  units  representing  limited  partner  interests  in  the

Partnership  ("Common Units") with a value equal to $8,704,815 less the value of

the  contribution  by the General  Partner to the  Partnership and the Operating

Partnership  in  connection  with the  issuance of Common  Units  pursuant to an

anticipated  public  offering of Common  Units and private  offerings  of Common

Units to be consummated prior to or simultaneously  with the consummation of the

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