EXHIBIT 10.10.1
CONSENT TO ASSIGNMENT OF EMPLOYMENT AGREEMENT
Pursuant to Section 7.5 of the Employment Agreement dated as of August
10, 2000, between Heritage Holdings, Inc., a Delaware corporation ("Heritage"),
and the undersigned (the "Employee"), the undersigned Employee does hereby
consent and agree to (i) the assignment of said Employment Agreement by Heritage
to U.S. Propane, L.P., a Delaware limited partnership ("U.S. Propane"), and U.S.
Propane's assumption of the duties and responsibilities of Heritage arising
under said Employment Agreement.
DATED as of February 3, 2002.
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