NUCO2 INC.

                                       and

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                                 as Rights Agent












                                RIGHTS AGREEMENT

                           Dated as of March 27, 2003








                                RIGHTS AGREEMENT

            Rights  Agreement,  dated as of March 27,  2003  (the  "Agreement"),
between NuCo2 Inc., a Florida corporation (the "Company"), and Continental Stock
Transfer & Trust Company (the "Rights Agent").

                                    PREAMBLE

            The Board of Directors of the Company has  authorized and declared a
dividend of one  preference  share  purchase  right (a "Right")  for each Common
Share (as hereinafter  defined) of the Company outstanding on April 8, 2003 (the
"Record Date"),  each Right representing the right to purchase one one-hundredth
of a Preference  Share (as hereinafter  defined),  upon the terms and subject to
the  conditions  herein set forth,  and has further  authorized and directed the
issuance  of one Right with  respect  to each  Common  Share  that shall  become
outstanding between the Record Date and the earlier of the Distribution Date and
the Expiration Date (as such terms are hereinafter defined).

            The  Board  of  Directors  of the  Company  has  considered  whether
approval of this  Agreement and the  distribution  of the Rights are in the best
interests  of the  Company  and its  shareholders  and has also  considered  the
effects upon the employees of the Company and its subsidiary and the communities
and  society  in which the  Company  and its  subsidiary  operate  and all other
pertinent factors.

            Accordingly,  in  consideration  of  the  premises  and  the  mutual
agreements  herein set forth,  and  intending to be legally  bound  hereby,  the
parties hereby agree as follows:

            Section 1. Certain Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated:

            (a)  "Acquiring  Person"  shall  mean any  Person  (as such  term is
hereinafter  defined) who or which,  together with all Affiliates and Associates
(as such terms are hereinafter  defined) of such Person,  after the date hereof,
shall become the Beneficial  Owner (as such term is hereinafter  defined) of 20%
or more of the Common  Shares of the  Company  then  outstanding,  but shall not
include  (i) the  Company,  (ii) any  Subsidiary  (as such  term is  hereinafter
defined) of the Company,  (iii) any  employee  benefit plan of the Company or of
any  Subsidiary  of the  Company,  or any entity  holding  Common  Shares for or
pursuant  to the terms of any such plan,  (iv) any  Person who falls  within the
definition  of an  Acquiring  Person  solely as a result of a  reduction  in the
number of Common Shares  outstanding  due to the  repurchase of Common Shares by
the Company unless and until such Person,  after becoming aware that such Person
has become an Acquiring  Person as a result of such  repurchase of Common Shares
by the Company,  acquires beneficial  ownership of any additional Common Shares,
and (v) any Person who qualifies as an Acquiring Person  inadvertently,  and who
divests as promptly as practicable a sufficient  number of Common Shares so that
such Person would no longer be an Acquiring Person.

            (b) "Act" shall mean the Securities Act of 1933, as amended.






            (c) "Adjustment  Shares" shall have the meaning set forth in Section
11(a)(ii) hereof.

            (d) "Affiliate" and "Associate"  shall have the respective  meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations  under
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  as in
effect on the date of this Agreement.

            (e) A Person shall be deemed the "Beneficial  Owner" of and shall be
deemed to "beneficially own" any securities:

                (i) that  such  Person  or any of such  Person's  Affiliates  or
Associates beneficially owns, directly or indirectly;

                (ii) that  such  Person or any of such  Person's  Affiliates  or
Associates  has (A) the right to  acquire  (whether  such  right is  exercisable
immediately  or only  after the  passage  of time)  pursuant  to any  agreement,
arrangement or understanding (whether or not in writing and other than customary
agreements with and between  underwriters and selling group members with respect
to a bona  fide  public  offering  of  securities),  or  upon  the  exercise  of
conversion rights,  exchange rights, rights,  warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or
to beneficially  own, (1) securities  tendered  pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person's  Affiliates or
Associates until such tendered securities are accepted for payment,  purchase or
exchange or (2) securities issuable upon exercise of Rights at any time prior to
the occurrence of a Triggering  Event, or (3) securities  issuable upon exercise
of Rights from and after the occurrence of a Triggering Event, which Rights were
acquired by such Person or any of such Person's  Affiliates or Associates  prior
to the  Distribution  Date or pursuant to Section 3(a) or Section 22 hereof (the
"Original  Rights") or pursuant to Section  11(i) hereof in  connection  with an
adjustment  made with respect to any Original  Rights;  or (B) the right to vote
pursuant to any agreement, arrangement or understanding; provided, however, that
a Person shall not be deemed the Beneficial  Owner of, or to  beneficially  own,
any  security  pursuant  to this  clause (B) if the  agreement,  arrangement  or
understanding  to vote such security (1) arises solely from a revocable proxy or
consent  given  to  such  Person  in  response  to a  public  proxy  or  consent
solicitation  made pursuant to, and in accordance with, the applicable rules and
regulations  promulgated  under  the  Exchange  Act  and  (2) is not  also  then
reportable  on  Schedule  13D  under  the  Exchange  Act (or any  comparable  or
successor report); or

                (iii) which are beneficially owned,  directly or indirectly,  by
any other Person with which such Person or any of such  Person's  Affiliates  or
Associates has any agreement, arrangement or understanding (other than customary
agreements with and between  underwriters and selling group members with respect
to a bona fide public  offering  of  securities)  for the purpose of  acquiring,
holding,  voting  (except to the extent  contemplated  by the proviso to Section
1(c)(ii)(B)) or disposing of any securities of the Company.

            Notwithstanding  anything in this definition of Beneficial Ownership
to the contrary,  the phrase "then  outstanding,"  when used with reference to a
Person's  Beneficial  Ownership of  securities  of the  Company,  shall mean the
number of such securities  then issued and outstanding  together with the number
of such securities not then actually  issued and  outstanding  which such Person

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