EXHIBIT 10.8.1 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"),...

                                                                  EXHIBIT 10.8.1

                  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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