Exhibit 10.14

                      PURCHASE AND NONCOMPETITION AGREEMENT

          THIS PURCHASE AND NONCOMPETITION AGREEMENT (this "Agreement") is made
and entered into this _____ day of January, 2004, by and between Ferrellgas,
L.P., a Delaware limited partnership ("Buyer"), and Suburban Propane, L.P., a
Delaware limited partnership ("SP"), and Suburban Sales and Service, Inc., a
Delaware corporation ("SSS" and, collectively with SP, "Seller").

                                   WITNESSETH

          That in consideration of the mutual covenants herein contained, the
parties agree as follows:

I.   SALE AND PURCHASE.

          1.1 Agreements to Sell and Purchase. Seller agrees to sell, transfer,
assign and deliver to Buyer, and Buyer agrees to purchase and accept from
Seller, on the Closing Date (hereinafter defined), the property of Seller
referred to in this Section 1.1 (not specifically excluded under Section 1.2
below), relating to Seller's propane operations (the "Operations") within the
states of Texas, Oklahoma, Missouri and Kansas as carried on at the locations
identified in Exhibit 1.1 ("the "Locations"), as follows:

               a. All propane inventory held by Seller at the Locations on the
     Closing Date;

               b. All propane tanks, cylinders, dispensers, regulators, piping,
     vehicles, fixtures constituting Seller's bulk facilities, tools and other
     equipment at or serviced from the Locations, including, without limitation,
     those assets described on Exhibit 1.1b;

               c. To the extent assignable, all of Seller's right, title and
     interest in and to permits, licenses (including truck licenses) and
     telephone numbers used in connection with the Operations at the Locations;

               d. All of Seller's propane products accounts, retail accounts and
     service customers serviced from or at the Locations, including without
     limitation, all of Seller's right, title and interest in and to the
     originals and all copies of customer lists and records;

               e. All customer contracts and fuel supply contracts with
     customers serviced from or at the Locations, including, without limitation,
     contracts on product



     tanks and customer locations; and all contract rights arising from
     non-compete and non-solicit agreements;

               f. All customer leases and lease option agreements covering the
     propane tanks and cylinders owned or leased by Seller to customers serviced
     from the Locations;

               g. All real estate owned by Seller for use in the Operations, as
     more particularly described in the deeds attached hereto as Exhibit 2.2.3,
     including all fixtures attached thereto and improvements and buildings
     thereon;

               h. Unless specifically excluded, all rights of Seller under real
     property leases for leased real estate used in the Operations, and
     contracts of the Operations;

               i. Trade accounts receivable of the Operations for account
     debtors serviced from the Locations, as of the Closing Date (the "Purchased
     Accounts Receivable");

               j. All warranty rights of Seller, express or implied, with
     respect to the property described in this Section 1.1;

               k. All of Seller's propane parts and fittings which are used at
     the Locations as operating supplies to maintain and repair propane tanks
     and lines, whether or not generally billed to Seller's customers;

               l. All of Seller's appliance inventory at the Locations.

          1.2 Excluded Assets. The assets and properties of Seller to be sold
and purchased under Section 1.1 shall not include (i) cash on hand or in banks;
(ii) any Underground Storage Tanks (as defined by 40 C.F.R. 280); (iii) the
Retained Accounts Receivable (as defined in Section 1.3c); (iv) any right,
title, or interest in or to the names Suburban Propane, L.P., Suburban Propane,
Suburban Sales and Service, Inc., or any derivatives thereof, or any other
trademarks, service marks or trade names, or any software or intellectual
property used in connection with or otherwise attributable to the Seller's
business at any business locations, whether or not such marks, names, or
property are registered; (v) any item, instrument, property, claim, right,
equipment, furniture, fixture, appliance, inventory, tool/or machinery or other
asset associated with the Seller's businesses other than at the Locations; and
(vi) those assets and properties of Seller listed on Exhibit 1.2.

          1.3 Purchase Price; Noncompetition Payment.

               a. Price of Assets. The price to be paid for the assets to be
     sold and purchased pursuant to Sections 1.1b, 1.1c, 1.1d, 1.1e, 1.1f, 1.1g,
     1.1h, and 1.1j shall be $23,000,000, allocated to the assets pursuant to
     Exhibit 1.8.

               b. Price of Inventory. To determine the price of the assets
     described in Section 1.1a (the "Propane Inventory), a physical inventory of
     propane in bulk storage,


                                        2



     bobtails, in cylinders on trucks, and in customer tanks in the yard at the
     Locations shall be taken by representatives of Buyer and Seller as of the
     open of business on the Closing Date. The price to be paid shall be
     determined based upon the pricing information on Exhibit 1.3b for that
     inventory (corrected to 60 degrees Fahrenheit based on the temperature of
     the propane in the vessel containing the greatest quantity) which Buyer and
     Seller so verify.

               c. Price of Accounts Receivable. To determine the price of the
     Purchased Accounts Receivable, Seller's total Purchased Accounts Receivable
     for the Operations shall be verified by representatives of Buyer and Seller
     as of the close of business on the day preceding the Closing Date by review
     of the business records. The price to be paid shall be the applicable
     percentage (as set forth below) of the amount of the Purchased Accounts
     Receivable; provided, however, that Buyer shall not be obligated to
     purchase any account (i) which is due from a customer that is at the time
     of such verification a debtor in bankruptcy or reorganization proceedings;
     or (ii) which otherwise appears to be uncollectible or unwanted as
     determined by Buyer in its sole discretion (the "Retained Accounts
     Receivable").

           Account Receivable Age        Percentage of Face Amount
     ---------------------------------   -------------------------
      0 - 30 days after statement date              100%
     31 - 60 days after statement date               75%
     61 - 90 days after statement date               50%
     over 90 days after statement date                0%

               d. Price of Appliances and Parts. The price for the assets
     described in Section 1.1k and 1.1l (parts and fittings and appliances,
     hereinafter "Appliance Inventory") shall be an amount equal to 90% of
     Seller's cost, determined by an inventory of said items at the Locations
     conducted jointly by Seller and Buyer on Closing Date.

          1.4 Seller's Liabilities.

               a. Excluded Liabilities. Other than the assumed liabilities
     described in Section 1.4b, all liabilities, debts and obligations of every
     character or description, known or unknown, of Seller accruing or arising
     from acts (whether or not the resulting event or occurrence of damage is
     before, on or after the Closing Date), transactions or occurrences prior to
     the Closing (hereinafter defined) shall be Seller's sole obligation and
     responsibility and Buyer is not assuming any such liability, debt or
     obligation and Buyer shall have no responsibility therefor.

               b. Assumed Liabilities. Notwithstanding the above, Buyer agrees
     to assume and pay the liabilities and obligations (i) arising after the
     Closing Date with regard to the assigned leases, (ii) listed on Exhibit
     1.4b, (iii) that arise on or after the Closing Date pursuant to executory
     contracts, orders and commitments that relate to the sale of equipment,
     merchandise or services of the Operations at the Locations, (iv) that are
     incurred with respect to, result from, are caused by or arise out of the
     assets acquired


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     pursuant to Section 1.1, provided that Buyer does not assume any liability
     with respect to any asset or installation at a customer location until the
     earlier of (x) the date on which the Buyer first delivers propane into,
     services or inspects such asset and (y) 120 days after the Closing Date.
     Buyer agrees that it shall bear all costs and expenses associated with the
     foregoing and that said costs and expenses shall be in addition to the
     purchase price of the assets.

          1.5 Proration of Certain Items. Provided the Closing occurs, Buyer
shall receive a credit with respect to the following items (the "Prorations"):

               (a) Real and Personal Property Taxes. With respect to the assets
     being transferred pursuant to this Agreement, Buyer will pay all real and
     personal property taxes, if any, (prorated as of the Closing Date) for the
     calendar year within which the Closing Date occurs, which are not payable
     until after the Closing Date. Buyer will make such payments as and when due
     and Buyer shall receive a credit for Seller's prorated share of the amounts
     to be paid by Buyer.

               (b) Customer Propane Prepayments or Level Payments. Customer
     prepayments for propane and level payment plan payments shall be prorated
     as of the Closing Date. Buyer shall receive a credit for the amount by
     which the retail price of gas provided to customers before the Closing is
     less than the retail amount paid to Seller by such customers.

               (c) Customer Tank Rent Prepayment. Prepayments of tank rent and
     all tank rent accounts receivable shall be prorated over the period to
     which the prepayment applies. Buyer shall receive a credit for the amount
     by which the prepayment of tank rent and tank rent accounts receivable
     exceeds the tank rent due through the end of the day prior to the Closing
     Date.

               (d) Customer Deposits and Balances. Buyer shall receive a credit
     for (i) all customer deposits made with Seller in connection with the use,
     lease or purchase of propane or propane tanks, cylinders, regulators or
     equipment and (ii) all customer credit balances of any kind.

          The foregoing items will be computed as of the time of the Closing and
will be offset against the payment to be made by Buyer to Seller within three
business days after the calculation of the Purchased Accounts Receivable, the
Propane Inventory and Appliance Inventory, and the Prorations, as further
described in Section 2.3.

          1.6 Accounts Receivable Payments. Seller hereby irrevocably
constitutes and appoints Buyer and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of Seller and in the name of Seller
or in its own name, without notice to or assent by Seller, for the sole and
exclusive purposes of signing, endorsing and negotiating any check, draft,
deposit item or other instruments received by Buyer as a customer payment on the
Purchased Accounts Receivable transferred or assigned hereunder. The power and
authority granted to Buyer pursuant


                                        4



to this Section 1.6 shall expire 90 days after the Closing Date. Seller will
immediately remit to Buyer any payments received by Seller on any Purchased
Accounts Receivable transferred to Buyer hereunder. Buyer will immediately remit
to Seller any payments received by Buyer with respect to the Retained Accounts
Payable.

          1.7 Adjustments.

               a. As promptly as practicable, but no later than ten (10) days
     after the Closing Date, Seller shall cause to be prepared and delivered to
     Buyer the Closing Statement (as defined below) and a certificate based on
     such Closing Statement setting forth Seller's calculation of inventory
     price, Prorations, and Purchased Accounts Receivable ("Closing
     Adjustments"). The closing statement (the "Closing Statement") shall fairly
     present in all material respects calculation of the Closing Adjustments.

               b. If Buyer disagrees with Seller's calculation of Closing
     Adjustments delivered pursuant to Section 1.7a, Buyer may, within ten (10)
     days after delivery of the Closing Statement, deliver a notice to Seller
     disagreeing with such calculation and setting forth Buyer's calculation of
     such amount. Any such notice of disagreement shall specify those items or
     amounts as to which Buyer disagrees, and Buyer shall be deemed to have
     agreed with all other items and amounts contained in the Closing Statement
     and the calculation of Closing Adjustments delivered pursuant to Section
     1.7a and shall pay those undisputed amounts within 10 days of delivery of
     the Closing Statement .

               c. If a notice of disagreement shall be duly delivered pursuant
     to Section 1.7b, Buyer and Seller shall, during the ten (10) days following
     such delivery, use their reasonable best efforts to reach agreement on the
     disputed items or amounts in order to determine, as may be required, the
     amount of Closing Adjustments. If during such period, Buyer and Seller are
     unable to reach such agreement, they shall promptly thereafter cause Ernst
     & Young (the "Accounting Referee") to review this Agreement and the
     disputed items or amounts for the purpose of calculating Closing
     Adjustments (it being understood that in making such calculation, the
     Accounting Referee shall be functioning as an expert and not as an
     arbitrator). In making such calculation, the Accounting Referee shall
     consider only those items or amounts in the Closing Statement and Seller's
     calculation of Closing Adjustments as to which Buyer has disagreed. The
     Accounting Referee shall deliver to Buyer and Seller, as promptly as
     practicable (but in any case no later than thirty (30) days from the date
     of engagement of the Accounting Referee), a report setting forth such
     calculation. Such report shall be final and binding upon Buyer and Seller.
     The cost of such review and report shall be borne equally by Buyer and
     Seller.

               d. Buyer and Seller shall, and shall cause their respective
     representatives to, cooperate and assist in the preparation of the Closing
     Statement and the calculation of Closing Adjustments and in the conduct of
     the review referred to in this Section 1.7, including, without limitation,
     the making available to the extent necessary of books, records, work papers
     and personnel.


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               e. The Closing Adjustments remaining due, as finally determined
     by the process described in Section 1.7c, shall be paid within three (3)
     days of calculation by wire transfer. The amount of any payment to be made
     pursuant to this Section 1.7e shall bear interest from and including the
     thirteenth day after the Closing Date to but excluding the date of payment
     at a rate per annum equal to the rate of interest published from time to
     time by The Wall Street Journal as the "prime rate" at large U.S. money
     center banks during the period from the thirteenth day after the Closing
     Date to the date of payment. Such interest shall be payable at the same
     time as the payment to which it relates and shall be calculated daily on
     the basis of a year of three hundred sixty five (365) days and the actual
     number of days elapsed.

          1.8 Purchase Price Allocation. The Buyer and Seller agree to allocate
the aggregate purchase price among the purchased assets hereunder for all
purposes (including financial accounting and tax purposes) as in accordance with
the Allocation Schedule attached hereto as Exhibit 1.8. Buyer and Seller shall
each report the federal, state and local income and other tax consequences of
the transactions contemplated by this Agreement in a manner consistent with such
allocation, including, without limitation, the preparation and filing of Form
8594 (or any successor form or successor provision of any future tax law) under
Section 1060 of the Internal Revenue Code of 1986, as amended, with their
respective federal income tax returns for the taxable year that includes the
Closing Date, and neither Buyer nor Seller will take any position inconsistent
with such allocation unless otherwise required by applicable law.

II.  CLOSING.

          2.1 Closing Date. The consummation of the transactions contemplated by
this Agreement (the "Closing") shall take place on January 9, 2004, or such
earlier or later date as may be mutually agreeable and set by the parties (the
"Closing Date"). The Closing shall be conducted by mail and deemed held at the
offices of Cole, Schotz, Meisel, Forman & Leonard, P.A. Hackensack, New Jersey,
at a time to be set by the parties. At the Closing, all actions taken and all
documents delivered will be deemed to have been taken and delivered
contemporaneously and no action will be taken nor any documents deemed delivered
until all actions have been taken and all documents have been delivered.

          2.2 Closing Deliveries by Seller. At the Closing, as a condition to
the Closing for Buyer, Seller shall transfer and assign all of the properties
and assets to be sold hereunder and shall deliver to Buyer a General Bill of
Sale (as set forth in Exhibit 2.2.1), an Assignment of Customer Leases (as set
forth in Exhibit 2.2.2), the Special and General Warranty Deeds (as set forth in
Exhibit 2.2.3), an Assignment of Real Property Leases (as set forth in Exhibit
2.2.4), vehicle titles and such other appropriate instruments of transfer and
physical possession as shall, in the reasonable opinion of counsel for Buyer, be
effective to vest in Buyer good and marketable title to said properties and
assets, including, but not limited to, releases of all outstanding security
interests in the properties and assets being transferred (other than the
Permitted Liens). Seller shall prepare a customer list based solely on its
readily available computer files of all customers who have purchased inventory
from the Locations during the fifteen (15) months preceding the Closing
("Customer List") and, at the Closing, transfer possession of such Customer
List,


                                        6



accounts receivable records and all other records concerning the Operations at
the Locations, including, without limitation, all customer records at the
Locations. Seller may retain historical records compiled at its corporate
office.

          2.3 Delivery and Payment by Buyer. At the Closing, Buyer will wire
transfer: (i) to an account designated by Seller funds in the amount of
$21,000,000 and (ii) to the U.S. Bank ("Escrow Agent") funds in the amount of
$2,000,000 and will deliver to Seller resale exemption certificates in the form
set forth in Exhibit 2.3a. Within three business days following the final
calculation of the Purchased Accounts Receivable, the Propane Inventory, the
Appliance Inventory, and the Prorations, and the Seller's and Buyer's execution
of the final Closing Statement (substantially in the form of Exhibit 2.3
attached hereto) evidencing their agreement to the calculation of such amounts,
Buyer will wire transfer to Seller the amount due pursuant to Section 1.3b
(Propane Inventory), Section 1.3c (Purchased Accounts Receivable) and Section
1.3d (Appliance Inventory), less any credits due Buyer under Section 1.5
(Prorations) or otherwise. On the first anniversary date of the Closing, Escrow
Agent shall wire transfer to the Seller the amount of $2,000,000, less any
amount that is not subject to disbursement or is payable to Buyer pursuant to
the Escrow Agreement.

          2.4 Further Assurances. Without further consideration, Seller or
Buyer, as the case may be, will at any time, and from time to time, execute and
deliver such further instruments of transfer or assignment and take such other
action as Buyer or Seller, as the case may be, reasonably may request to give
effect to the transactions contemplated by the terms of this Agreement.

          2.5 Procedures Pending Closing. Between the date of this Agreement and
the Closing Date:

               a. Access. Seller will give to Buyer and Buyer's representatives
     reasonable access during normal business hours to Seller's properties,
     books, records, and personnel files related solely to the Operations, and
     will allow such persons to make copies (at Buyer's expense) of all of such
     documents and all such financial and operating data and information as any
     such person shall reasonably request from time to time, provided, that no
     such access shall be requested or required to be given at any time or in
     any manner which interferes with the normal conduct of Seller's business.
     All such documents, data, and other materials are confidential and Buyer
     shall not release them to anyone except its employees and agents, and then
     only for the purposes of this transaction; provided, however, that any such
     documents, data, or other materials shall not be deemed confidential for
     purposes of this paragraph to the extent that the same (1) is a part of the
     public domain at the time of disclosure, (2) subsequently becomes a part of
     the public domain by publication or otherwise through no fault of Buyer or
     its representatives, (3) may be shown by Buyer to have been contained in a
     writing in its possession at the time of disclosure, which information had
     not been wrongfully acquired, directly or indirectly, from Seller and Buyer
     is not under an obligation of confidentiality with respect thereto, or (4)
     is subsequently disclosed to Buyer by a third party not in violation of any
     rights of, or obligations to, Seller. Such examination and investigation by
     Buyer shall not operate as a waiver of, or limit in any way, the warranties
     and


                                        7



     representations of Seller hereunder. If for any reason the transactions
     contemplated by this Agreement are not consummated, then upon Seller's
     written request Buyer shall return to Seller (and not thereafter use in its
     own business or otherwise, or disclose the contents of) all documents, data
     and other materials respecting Seller's business furnished to or obtained
     by Buyer or its representatives from Seller or its representatives.

               b. Conduct of Business. Without the prior written consent of
     Buyer and solely with respect to the Operations:

                    (1) Seller will not sell or otherwise dispose of, or
          purchase or acquire any assets at the Locations in any manner, except
          in the ordinary course of business;

                    (2) Seller will not make, accrue, or become liable in any
          way for any bonus, profit sharing, pension or incentive compensation
          payments to any employee of Seller other than in conformity with
          arrangements existing on or before November 24, 2003;

                    (3) Seller will not make or enter into any material
          agreement providing for any change in rates of wages or salaries or
          employment benefits or term or duration of employment of any employee
          of Seller;

                    (4) Seller will carry on its business in the same manner as
          heretofore conducted and will not take any action or enter into any
          contracts other than in conformity with prior practice in the ordinary
          and regular course of business as heretofore conducted; and

                    (5) Seller will use commercial good faith to maintain and
          preserve the Operations, consistent with past practice..

          2.6 Verification of Tanks. During the period commencing on the Closing
Date and ending June 30, 2004 (the "Verification Period"), Buyer shall use
commercially reasonable efforts to locate and verify (a) the quantity and sizes
of the tanks and cylinders as listed on Exhibit 1.1b (b) ownership of the tanks
and cylinders, and (c) proper identification (i.e., data plates) with respect to
the tanks and cylinders. At the end of the Verification Period, Buyer shall
submit to Seller a report (x) of all tanks and cylinders that cannot be located
and/or verified by Buyer, (y) with respect to which ownership is being contested
by a customer or other third party and (z) that do not have proper
identification as required by applicable laws or regulations, in each case,
within the Verification Period (the "Verification Report"). If Seller is unable
to resolve any claim by Buyer with respect to a tank or cylinder included in the
Verification Report within the thirty (30) day period following the Seller's
receipt of the Verification Report, Seller shall, at its option, (1) pay to
Buyer the replacement value of such tanks and cylinders in accordance with the
replacement costs set forth on Exhibit 2.6 or (2) provide Buyer with replacement
tanks and cylinders, which shall be equivalent in size, in good condition and
otherwise in accordance with Exhibit 1.1b. In the event that Seller pays the
replacement value or replaces an unverified or missing tank or cylinder, Seller
shall be assigned all of Buyer's


                                        8



ownership interest in the unverified or missing tank or cylinder, and Buyer
shall notify Seller if such unverified or missing tank is located.

          2.7 Closing Date Receipts. Provided the Closing occurs, the proceeds
resulting from the Operations conducted on the Closing Date shall accrue to the
benefit of and be deemed to be the property of Buyer. This Section does not
affect in any way the liabilities of Seller referenced in Section 1.4a.

III. REPRESENTATIONS AND WARRANTIES.

          3.1 Representations and Warranties of Seller. Seller represents,
warrants and agrees to and with Buyer as follows:

               a. Organizational Status. SP is a limited partnership, and SSS is
     a corporation, both duly organized, validly existing and in good standing
     under the laws of the state of Delaware and have full power and authority
     to carry on their business as presently conducted and to own and operate
     their assets, properties and business. SP and SSS are qualified to do
     business and are in good standing under the laws of the states of Texas,
     Oklahoma, Missouri and Kansas. Seller has full power and authority to
     execute this Agreement and carry out its obligations hereunder.

               b. Financial Information. Seller has delivered to Buyer copies of
     certain information (including financial information, operational data and
     sales information), copies of which are attached as Exhibit 3.1b hereto,
     relating to Seller's Operations ("Financial Information"). The Financial
     Information represents fairly the financial position of the Operations as
     of the dates thereof and the information included in the Financial
     Information presents fairly and accurately the financial and operational
     results of the Operations for the periods referred to therein, all prepared
     on a basis consistent with prior periods.

               c. Changes During Preceding Year. Except as set forth on Exhibit
     3.1c, during the year preceding the date hereof, with respect to the
     Operations there has not been:

                    (1) Any material change, financial or otherwise, in the
          condition of the properties, assets, liabilities, prospects or
          business, except normal and usual changes in the ordinary course of
          business or changes disclosed in the Financial Information, which have
          not in the aggregate been adverse to the Operations at the Locations;

                    (2) Any damage, destruction or loss (whether or not covered
          by insurance) suffered by Seller in an aggregate amount exceeding
          $10,000;

                    (3) Any sale, lease, abandonment or other disposition by
          Seller of any interest in any real property, or, except in the
          ordinary course of business,


                                        9



          in any machinery, equipment or other operating property, or any lease
          or sale of any propane tanks owned by Seller;

                    (4) Any other occurrence, event or condition which
          materially and adversely affects or, to Seller's knowledge, is likely
          to materially and adversely affect the Operations; or

                    (5) Any material and adverse change in the Financial
          Information.

               d. Personal Property. Except for the leased assets listed on
     Exhibit 3.1d (including the real property leases and vehicle leases),
     Seller owns and has good and marketable title to the personal and
     intangible property to be sold to Buyer hereunder including, without
     limitation, the propane tanks, equipment, vehicles and other assets
     described on Exhibit 1.1b. Except for the Permitted Liens, none of the
     personal property and assets to be transferred to Buyer pursuant to this
     Agreement at the Closing are subject to any contract of sale, encumbrance,
     security agreement, lien or charge of any kind or character. Except for the
     leased assets, no person, corporation or firm other than Seller has any
     ownership interest in the personal property being transferred pursuant to
     this Agreement. All appliances and other equipment installed by Seller, and
     the propane tanks, cylinders, regulators, vehicles and other equipment
     transferred hereunder, are in working order and are in compliance with all
     applicable safety regulations. The assets listed on Exhibit 1.1b attached
     hereto along with the leased assets are sufficient to enable Buyer to
     continue to conduct the Operations in the ordinary course of business,
     consistent with past practices. "Permitted Lien" means, as to real
     property, Permitted Real Estate Liens, and, as to all other property, (i)
     any lien for taxes not yet due or delinquent or being contested in good
     faith by appropriate proceedings, (ii) any statutory lien arising in the
     ordinary course of business by operation of law with respect to a liability
     that is not yet due or delinquent, and (iii) any other lien which
     individually or in the aggregate with other such liens could not reasonably
     be expected to materially impair the use or value of the asset to which it
     attaches.

               e. Real Property. The Special and General Warranty Deeds attached
     hereto as Exhibit 2.2.3 set forth a complete legal description of each
     parcel of real property owned by Seller and used in the Operations. Seller
     has good and marketable title in fee simple absolute to such real property
     and to the improvements thereon, free and clear of all liens, security
     interests, leases, encumbrances, easements, covenants, restrictions,
     defects or other burdens, except for Permitted Real Estate Liens. The
     transfer of such real property will pass to Buyer good and marketable fee
     simple title and full entitlement to the use and enjoyment of each parcel
     being transferred. Seller does not own, and the real property described in
     the General Warranty Deeds attached hereto as Exhibit 2.2.3 does not
     contain, any Underground Storage Tanks. "Permitted Real Estate Liens" means
     (i) statutory liens for current taxes or other governmental charges with
     respect to the real property (x) not yet due and payable or (y) with
     respect to which Seller retains all liability and the amount or validity of
     which is being contested in good faith by appropriate proceedings by
     Seller; (ii) mechanics', carriers', workers', repairers' and


                                       10



     similar statutory liens arising or incurred in the ordinary course of
     business for amounts which are not delinquent and which are not,
     individually or in the aggregate, material to the business Locations; (iii)
     zoning, entitlement, building and other land use regulations imposed by
     governmental agencies having jurisdiction over the real property which are
     not violated by the current use and operation of the real property; and
     (iv) covenants, conditions, restrictions, easements and other matters or
     record affecting title to the real property which do no materially impair
     the use or value of the affected parcel of real property for the purposes
     for which it is used in connection with the applicable Location.

               f. Other Contracts and Encumbrances. Except as disclosed on
     Exhibit 3.1f, Seller is not a party to any written or oral (i) contract not
     made in the ordinary course of business, (ii) franchise agreement, (iii)
     chattel mortgage, equipment lease, security agreement or conditional sales
     contract or (iv) partnership, joint venture or other business agreement
     with respect to the Operations, in each case where the consideration to be
     paid or received by Seller exceeds $5,000 or which cannot be terminated by
     Seller upon notice of thirty (30) or fewer days without penalty. Seller has
     performed all obligations and is not in default in any respect under any
     contract to which Seller is a party. Attached hereto as Exhibit 3.1f is a
     listing of, and Seller has provided complete copies of, all contracts and
     agreements to which Seller is a party for the future sale by Seller of
     propane for a fixed or capped price, or in volumes in excess of 5,000
     gallons per year.

               g. Taxes. Seller has filed all income tax returns and all real
     and personal property tax returns required to have been filed, and has paid
     all taxes as shown on said returns, all assessments received by it and all
     amounts due any governmental authority to the extent that such taxes,
     assessments and amounts have become due.

               h. Restrictions. Seller is not subject to any restriction
     contained in any charter, articles of incorporation, bylaw, mortgage, lien,
     lease, agreement, instrument, order, judgment or decree, which would
     prevent the consummation of the transactions contemplated by this
     Agreement.

               i. Easements. Seller has all easements and rights of ingress and
     egress necessary for the conduct of the Operations, for placement of its
     propane tanks, and all easements for utilities and services necessary for
     the conduct of the Operations on the real property to be sold to or leased
     by Buyer pursuant to this Agreement. The transfer, conveyance and
     assignment by Seller to Buyer at the Closing of the property and rights
     described in Section 1.1 will pass to Buyer good and marketable title to
     such property, together with all necessary easements and rights of ingress
     and egress associated therewith. Seller expressly represents and warrants
     that it will execute and deliver any additional deeds, instruments or
     documents required to convey to Buyer all easements necessary for the
     lawful conduct of the Operations at the Locations (including, without
     limitation, placement of all equipment and tanks on Seller's property) in
     the manner in which such Operations were conducted on the last business day
     before the Closing.


                                       11



               j. Litigation. Except as set forth on Exhibit 3.1j, Seller is not
     engaged in, or to its knowledge threatened with, any legal action or other
     proceeding before any court or administrative agency, has not been charged
     with, and to its knowledge is not under investigation with respect to any
     charge concerning, any material violation of any provision of federal,
     state or local law or administrative regulation in respect of or affecting
     either the property and assets conveyed hereunder or the Operations.

               k. Employees. Seller has not made any representations to its
     employees with respect to any undertaking or commitment by Buyer to
     continue the employment of such employees. None of Seller's employees at
     the Locations is or has been subject to any union, labor or collective
     bargaining agreement nor have there been any demands for such an agreement.
     Seller has no liability under the Employee Retirement Income Security Act,
     the National Labor Relations Act, the Fair Labor Standards Act, the Civil
     Rights Act, the Equal Employment Opportunity Act or any other social,
     employment or labor law affecting Seller which is not being retained by
     Seller as Seller's obligation. Seller has no accrued liability to any
     employee for wages, fringe benefits or otherwise which is not being
     retained by Seller as Seller's obligation.

               l.   Environment.

                    (1) With respect to the Operations and except as disclosed
          on Exhibit 3.1l, Seller is in full compliance with all aspects of each
          (i) federal, state or local law relating to pollution or the
          environment, including but not limited to laws relating to emissions,
          discharges, releases or threatened releases of pollutants,
          contaminants, chemicals or industrial, toxic or hazardous substances
          or wastes (collectively "Hazardous Wastes") into the environment or
          otherwise relating to the manufacture, processing, distribution, use,
          treatment, storage, disposal, transportation or handling of Hazardous
          Wastes (collectively "Environmental Laws"); and (ii) regulation, code,
          plan, order, decree, judgment, injunction, notice or demand letter
          issued, entered, promulgated or approved pursuant to or in connection
          with any Environmental Laws (which collectively with Environmental
          Laws are hereinafter referred to as "Environmental Laws and
          Regulations"). With respect to the Operations and except as disclosed
          on Exhibit 3.1l, there is no civil, criminal, administrative or other
          action, suit, demand, claim, hearing, notice of violation,
          investigation, proceeding, notice or demand letter pending, received
          or, to the knowledge of Seller, threatened against Seller relating in
          any way to Environmental Laws and Regulations.

                    (2) With respect to the Operations and except as disclosed
          on Exhibit 3.1l, during the period of ownership, leasehold interest or
          operation by Seller or its affiliates with respect to such parcel of
          Transferred Property there have occurred no and there are no
          anticipated, releases or substantial threats of a release of any
          Hazardous Wastes, from or onto any Transferred Property (as defined
          below) which release or threatened release is or may be subject to
          regulation under Environmental Laws and Regulations. Without limiting
          the


                                       12



          foregoing, no asbestos fibers or materials or polychlorinated
          biphenyls (PCBs) are on or in any Transferred Property. None of the
          Transferred Property has previously been used, is now being used or is
          contemplated to be used for the generation, transportation, treatment,
          storage, abatement or disposal of any Hazardous Wastes subject to
          regulation under Environmental Laws and Regulations. "Transferred
          Property" means any Location which (i) is currently owned, leased or
          utilized by Seller and (ii) which Buyer is purchasing, leasing,
          assuming the existing lease or otherwise obtaining the right to
          utilize such property in connection with the transactions contemplated
          by this Agreement.

                    (3) With respect to each parcel of Transferred Property and
          except as disclosed on Exhibit 3.1l, during the period of ownership,
          leasehold interest or operation by Seller or its affiliates with
          respect to such parcel of Transferred Property, there have occurred no
          conditions, circumstances, activities, practices, incidents, actions
          or plans which may give rise to any common law or legal liability, or
          otherwise form the basis of any claim, action, demand, suit,
          proceeding, hearing, notice of violation, study or investigation,
          based on or related to the manufacture, generation, ownership,
          possession, distribution, use, treatment, abatement, storage,
          disposal, transportation or handling, or the emission, discharge,
          release or threatened release into the environment of any Hazardous
          Wastes. For purposes of this Section 3.1, the affiliates of Seller
          shall be defined as: Suburban Propane, a division of Quantum Chemical
          Corporation; Quantum Chemical Corporation; Hanson PLC; and Millennium
          Petrochemicals, Inc.

               m. Licenses and Permits. Seller and its employees have all
     material licenses, permits and approvals required under federal law, the
     laws of the states of Texas, Oklahoma, Missouri and Kansas, or any local or
     regional governmental authority to conduct the business of Seller at all
     Locations. Seller will cooperate with Buyer in transferring to Buyer or its
     employees those licenses, permits or approvals which may be transferable.
     Seller has no knowledge of any facts or occurrences which constitute
     violations of any licensing, permit or other laws to which Seller, its
     employees or the Operations are subject.

               n. Compliance with Law and Applicable Government Regulations.
     With respect to the Operations, Seller has not previously failed nor is
     currently failing to comply with any applicable federal, state or local law
     or regulation, including without limitation, any energy, antitrust, health
     and safety or Environmental Laws and Regulations. With respect to the
     Operations, there are no proceedings of record, no proceedings are pending
     or to Seller's knowledge threatened, nor has Seller received any written
     notice regarding any violation of any law, ordinance, requirement, order,
     rule or regulation enforced by any governmental agency or other entity
     (federal, state or local) claiming jurisdiction over Seller, including
     without limitation, any requirement of OSHA or any pollution and/or
     environmental control agency.


                                       13



               o. Insurance. Seller maintains in effect insurance covering
     Seller's Operations and any liabilities relating thereto in an amount
     believed adequate by Seller, and such insurance coverage shall be
     maintained by Seller through the Closing Date. The products liability and
     personal injury insurance maintained by Seller has been on an "occurrence"
     basis during the six-year period prior to the Closing Date. Seller has
     previously delivered to Buyer a true and complete schedule of its general
     liability insurance policies.

               p. Authorization. This Agreement and all documents and actions
     required to consummate the transactions contemplated hereby have been duly
     approved and authorized by the SP's Board of Supervisors and SSS's Board of
     Directors.

               q. Brokerage Fees and Expenses. Seller has no liability for
     brokerage fees or other commissions relative to this Agreement, or to the
     transactions contemplated hereby.

               r. Exhibits Correct. The exhibits and schedules attached hereto
     are true, complete and accurate as of the date hereof and Seller shall
     notify Buyer of all changes in such information in writing at the Closing
     so that such exhibits and schedules will be true, complete and correct as
     of the Closing Date.

               s. Warranties Correct, Etc. The representations and warranties of
     Seller contained in this Agreement or otherwise made in writing in
     connection with the transactions contemplated by this Agreement shall be
     true on and as of the Closing Date with the same effect (except as to
     transactions contemplated by this Agreement) as though such representations
     and warranties had been made on and as of such date, and each and all of
     the agreements and conditions to be performed or observed by Seller on or
     before the Closing Date pursuant to the terms hereof shall have been duly
     performed or observed.

               t. Disclaimer of other Representations and Warranties. Except as
     expressly set forth in this Section 3.1 or otherwise provided in this
     Agreement, Seller makes no representation or warranty, express or implied,
     at law or in equity, including any representation or warranty in respect of
     the Operations or the assets transferred or the liabilities assumed, or the
     MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE of the acquired
     assets and any such other representations or warranties are hereby
     expressly disclaimed.

          3.2 Representations and Warranties of Buyer. Buyer represents,
warrants and agrees to and with Seller as follows:

               a. Organizational Status. Buyer is a limited partnership duly
     organized, validly existing and in good standing under the laws of the
     state of Delaware and has the power and authority to own its property and
     to carry on its business as


                                       14



     presently conducted. Buyer has full power and authority to execute this
     Agreement and carry out its obligations hereunder.

               b. Restrictions. Buyer is not subject to any restriction
     contained in any charter, partnership agreement, mortgage, lien, lease,
     agreement, instrument, order, judgment or decree, which would prevent the
     consummation of the transactions contemplated by this Agreement.

               c. Authorization. This Agreement and the transactions
     contemplated hereby have been duly approved and authorized by all necessary
     corporate action of the Board of Directors of Buyer's general partner.

               d. Brokerage Fees and Expenses. Buyer shall indemnify Seller and
     hold Seller harmless against and in respect of any claim for brokerage fees
     or other commissions incurred or owing by Buyer relative to this Agreement,
     or to the transactions contemplated hereby, and also in respect of all
     expenses of any character incurred by Buyer in connection with this
     Agreement or such transactions.

               e. Investigation by Buyer. Buyer acknowledges that except for
     Seller's express representations and warranties set forth in this
     Agreement, Buyer is relying upon Buyer's own independent investigation of
     the assets acquired hereunder and liabilities assumed in entering into this
     Agreement. In entering into this Agreement, Buyer has relied solely upon
     the express representations, warranties and covenants of Seller set forth
     in Section 3 hereof and Buyer's own investigation and analysis. Buyer
     further acknowledges, that except as expressly set forth in the
     representations and warranties in Section 3 there are NO EXPRESS OR IMPLIED
     WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

               f. Warranties Correct, Etc. The representations and warranties of
     Buyer contained in this Agreement or otherwise made in writing in
     connection with the transactions contemplated by this Agreement shall be
     true on and as of the Closing Date with the same effect as though such
     representations and warranties had been made on and as of such date.


                                       15



IV.  CONDITIONS TO CLOSING.

          4.1 Conditions to Buyer's Obligations. If, for any reason whatsoever,
the following conditions are not satisfied (or waived by Buyer) by the Closing,
then Buyer, at its option, may terminate this Agreement without further
obligation to Seller (other than for confidentiality, return of Seller
confidential information, liability for any prior breach of the Agreement and
those other provisions of this Agreement intended to survive):

               a. Documents. Seller shall have furnished Buyer with all
     documents, certificates and other instruments required to be furnished by
     Seller pursuant to the terms of this Agreement, including without
     limitation, the Customer List, vehicle titles, and certified copies of
     resolutions duly adopted by the SP's Board of Supervisors and SSS's Board
     of Directors authorizing all action necessary to enable Seller to comply
     with the terms of this Agreement.

               b. No Actions or Proceedings. No material action or proceeding
     against Seller which is adverse to the Operations shall have been
     instituted or, to the knowledge of Seller, threatened before a court or
     other governmental body or instituted or threatened by any public
     authority.

               c. Title Insurance. Buyer shall obtain a commitment for title
     insurance evidencing the obligation of a title insurer to insure
     merchantable fee simple title in Buyer subject to Permitted Real Estate
     Liens, as of the Closing Date, to the real property described in the deeds
     attached hereto as Exhibit 2.2.3, and Buyer's reasonable objections to the
     state of title shown on such commitment shall have been satisfied.

               d. No Material Adverse Change. No material adverse change in the
     amount or condition of the properties, assets, liabilities or business of
     Seller with respect to the Operations at the Locations, taken as a whole,
     shall have occurred during the period between the date of execution hereof
     and the Closing.

               e. Representations, Warranties, Etc. The representations and
     warranties of Seller hereunder shall be true when made and shall be true in
     all material respects at the Closing Date as though such representation and
     warranty had been made on the Closing Date, and Seller shall have
     substantially performed all covenants and agreements on its part required
     to be performed, and shall not be in default under any of the provisions of
     this Agreement, at the Closing Date.

          4.2 Conditions to Seller's Obligations. If, for any reason whatsoever,
the following conditions are not satisfied (or waived by Seller) by the Closing,
then Seller, at its option, may terminate this Agreement with no further
obligation to Buyer (other than for confidentiality, liability for any prior
breach of the Agreement and those other provisions of this Agreement intended to
survive):


                                       16



               a. Deliveries. Buyer shall have furnished Seller with all
     documents, payments, certificates and other instruments required to be
     furnished to Seller by Buyer pursuant to the terms of this Agreement.

               b. Representations, Warranties, Etc. Each and every
     representation and warranty of Buyer hereunder shall be true in all
     material respects at the Closing Date as though such representation and
     warranty had been made on the Closing Date, and Buyer shall have
     substantially performed all covenants and agreements on its part required
     to be performed, and shall not be in default under any of the provisions of
     this Agreement, at the Closing Date.

V.   FURTHER AGREEMENTS.

          5.1 Survival of Representations and Warranties; Indemnity.

               a. Warranty Survival. All of the representations and warranties
     of the Seller contained in Sections 3.1b, 3.1c, 3.1d, 3.1e, 3.1f, 3.1h,
     3.1i, 3.1j, 3.1k, 3.1m, 3.1n, 3.1o, 3.1q, 3.1r, and 3.1s above shall
     survive the Closing Date and continue in full force and effect for a period
     of eighteen (18) months thereafter. All of the representations and
     warranties of the Seller contained in Section 3.1g above shall survive the
     Closing Date and continue in full force and effect for a period of five (5)
     years thereafter. All of the representations and warranties of Seller
     contained in Section 3.1l above shall survive the Closing Date and continue
     in full force and effect for a period of three (3) years thereafter. All of
     the covenants and the other representations and warranties of the parties
     contained in this Agreement shall survive the Closing Date and continue in
     full force and effect forever thereafter (subject to any applicable
     statutes of limitations).

               b. Seller Indemnification. Seller will indemnify and hold Buyer,
     Buyer's directors, officers and employees harmless against any loss, cost,
     liability or expense (including, without limitation, costs and expenses of
     litigation and reasonable attorneys' fees) (hereinafter "Damages") incurred
     or suffered by Buyer or any affiliate of Buyer as a result of (i) the
     incorrectness or breach of any of the representations, warranties,
     covenants or agreements of Seller contained in this Agreement or given on
     the Closing Date or (ii) the assertion against Buyer of any liability of
     Seller; provided, however, that the Seller shall not have any obligation to
     indemnify the Buyer from and against any Damages resulting from, arising
     out of, relating to, in the nature of, or caused by (A) the breach of any
     such representation or warranty listed above until the Buyer has Damages by
     reason of all such breaches in excess of a $250,000 aggregate threshold (at
     which point the Seller will be obligated to indemnify the Buyer from and
     against all such Damages relating back to the first dollar), or for Damages
     in excess of a maximum aggregate of $5,000,000, or (B) the breach of the
     representations or any violation of Environmental Laws and Regulations
     except caused by the Operations or, with respect to the Transferred
     Properties, which occurred during the period of ownership, leasehold
     interest or operation by Seller or its affiliates. Without limiting the
     remedies available to Buyer to enforce the indemnities provided by this
     Section 5.1 and subject to the Escrow


                                       17



     Agreement, Seller agrees that the amount of any Damages suffered by Buyer
     may be credited and set off against any sums of money at any time or from
     time to time payable or deliverable by Buyer or its successors to Seller.
     Individual Damages of less than $5,000 shall not be subject to
     indemnification and shall not count toward the aggregate threshold or the
     maximum aggregate. Seller shall have a further duty to indemnify Buyer for
     Damages incurred or suffered by Buyer arising out of or with respect to the
     environmental conditions listed on Exhibit 3.1l (to the extent the event or
     condition arose or occurred during the period of ownership, leasehold
     interest or operation by Seller or its affiliates) and the litigation
     listed on Exhibit 3.1j, subject to the aggregate threshold, maximum
     aggregate and individual Damages threshold set forth above.

               c. Buyer's Indemnification. Buyer will indemnify and hold Seller
     and Seller's directors, officers, and employees harmless against any
     Damages incurred or suffered by Seller or affiliate of Seller as a result
     of or arising from (i) the incorrectness or breach of any of the
     representations, warranties, covenants and agreements of Buyer contained in
     this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

          5.2 Indemnification Procedures

               a. In the event that any legal proceedings shall be instituted or
     that any claim or demand ("Claim") shall be asserted by any third person in
     respect of which payment may be sought under Section 5.1 hereof, the
     indemnified party shall reasonably and promptly cause written notice of the
     assertion of any Claim of which it has knowledge which is covered by this
     indemnity to be forwarded to the indemnifying party. The indemnifying party
     shall have the right, at its sole option and expense, to be represented by
     counsel of its choice (which must be reasonably satisfactory to the
     indemnified party), and to defend against, negotiate, settle or otherwise
     deal with any Claim which relates to any Damages indemnified against
     hereunder. If the indemnifying party elects to defend against, negotiate,
     settle or otherwise deal with any Claim which relates to any Damages
     indemnified against hereunder, it shall within five (5) days (or sooner, if
     the nature of the Claim so requires) notify the indemnified party of its
     intent to do so. If the indemnifying party elects not to defend against,
     negotiate, settle or otherwise deal with any Claim which relates to any
     Damages indemnified against hereunder, fails to notify the indemnified
     party of its election as herein provided or contests its obligation to
     indemnify the indemnified party for such Damages under this Agreement, the
     indemnified party may defend against, negotiate, settle or otherwise deal
     with such Claim. If the indemnified party defends any Claim, then the
     indemnifying party shall reimburse the indemnified party for the costs and
     expenses (including reasonable attorneys' and other professionals' fees and
     expenses) of defending such Claim upon submission of periodic bills. If the
     indemnifying party shall assume the defense of any Claim, the indemnified
     party may participate, at his or its own expense, in the defense of such
     Claim; provided, however, that such indemnified party shall be entitled to
     participate in any such defense with separate counsel at the expense of the
     indemnifying party if, (i) so requested by the indemnifying party to
     participate or (ii) in the reasonable opinion of counsel to the indemnified
     party, a conflict or potential conflict exists between the indemnified
     party and the indemnifying party that would make such separate


                                       18



     representation advisable; and provided, further, that the indemnifying
     party shall not be required to pay for more than one such counsel for all
     indemnified parties in connection with any Claim. The parties agree to
     cooperate fully with each other in connection with the defense, negotiation
     or settlement of any such Claim.

               b. In the case of a Claim brought by a third party, the party to
     be indemnified shall be reimbursed for any legal or other expenses
     reasonably incurred by the party to be indemnified in connection with
     investigating or defending any such Claim as such expenses are incurred. In
     the case of a Claim brought by Seller against Buyer, or by Buyer against
     Seller, after any final judgment or award shall have been rendered by a
     court, arbitration board or administrative agency of competent jurisdiction
     and the expiration of the time in which to appeal there from, or a
     settlement shall have been consummated, or Buyer and Seller shall have
     arrived at a mutually binding agreement with respect to such a Claim, the
     indemnified party shall forward to the indemnifying party notice of any
     sums due and owing by the indemnifying party pursuant to this Agreement
     with respect to such matter and the indemnifying party shall be required to
     pay all of the sums so due and owing to the indemnified party by wire
     transfer of immediately available funds within 10 business days after the
     date of such notice.

               c. No settlement of any Claim may be made by the indemnifying
     party without the consent of the indemnified party unless such settlement
     releases the indemnified party from any liability in respect thereof and
     does not include any admission of culpability on the part of the
     indemnified party.

               d. In the event that an indemnified party should have a claim
     against the indemnifying party hereunder which does not involve a claim or
     demand being asserted by a third party, the indemnified party shall send a
     written notice with respect to such claim to the indemnifying party. The
     indemnifying party shall have 10 days from the date such notice is
     delivered during which to notify the indemnified party in writing of any
     good faith objections it has to the indemnified party's notice or claims
     for indemnification, setting forth in reasonable detail each of the
     indemnifying party's objections thereto. If the indemnifying party does
     deliver such written notice of objection within such 10-day period, the
     indemnifying party and the indemnified party shall attempt in good faith to
     resolve any such dispute within 10 days of the delivery by the indemnifying
     party of such written notice of objection.

          5.3 Indemnification as Sole Remedy. Except in connection with fraud or
specific performance, Buyer acknowledges that the indemnification provisions
contained in this Section 5 constitute Buyer's sole and exclusive remedy with
respect to any claims or disputes arising out of or in connection with the
Agreement.

          5.4  Covenants Against Competition.

               a. Seller agrees that Seller, and Seller's affiliates and
     officers will not (i) for the period commencing on the Closing Date and
     ending five years after such date, reveal, make known or use, directly or
     indirectly, any confidential business information


                                       19



     (including without limitation, customer lists and records) sold to Buyer
     pursuant to this Agreement, nor (ii) for the period commencing on the
     Closing Date and ending three years after such date, within a 50-mile
     radius of the location of any of Seller's Operations in Texas, Oklahoma,
     Missouri or Kansas, directly or indirectly (whether as owner, director,
     shareholder (with the exception of beneficial ownership by such persons or
     entities, individually and in the aggregate, of not more than five percent
     of the outstanding equity securities of any publicly held corporation),
     employee, officer, agent, broker, dealer, representative or in any other
     capacity), (a) solicit, market or provide or attempt to market or provide
     to any person or entity either propane, tanks, cylinders or any other
     products or services associated with the Operations, (b) divert or attempt
     to divert from Buyer any business with any customer or account with which
     Seller had any contact or association, which was under the supervision of
     Seller, or the identity of which was learned by Seller as a result of
     conducting the Operations, (c) induce any salesperson, distributor,
     manufacturer, representative, agent, jobber or other person transacting
     business with Buyer at the Locations to terminate his, her or its
     relationship or association with Buyer, or to represent, distribute or sell
     services or products in competition with the services or products of Buyer,
     (d) induce or cause any employee of Buyer at the Locations to leave the
     employ of Buyer or (e) lend money to, invest in or otherwise assist in any
     manner any individual or entity engaged in activities described in (a),
     (b), (c) or (d) above. Notwithstanding the preceding, the restrictions of
     this Section 5.4 shall not be construed in any manner to prohibit or
     restrict the Seller, from directly or indirectly (i) acquiring all or
     substantially all of the assets or capital stock of any of the entities
     listed on Exhibit 5.4, or their successors or assigns. Recognizing the
     irreparable nature of the injury which would be caused Buyer by violation
     of this Section 5.4, Seller agrees that in addition to and without
     limitation of any rights which Buyer might have hereunder, any violation of
     this Section 5.4 shall be the proper subject matter for immediate
     injunctive relief and Buyer shall have the right to offset any Damages it
     might have incurred by reason of any breach hereof against any sums of
     money at any time deliverable by Buyer or its successors to Seller subject
     to the Escrow Agreement.

               b. If any covenant, undertaking or other provision of Section
     5.4a hereof shall be determined to be invalid, illegal or incapable of
     being enforced by reason of any rule of law or public policy, all other
     covenants, undertakings and provisions of such Section shall nevertheless
     remain in full force and effect and shall be deemed separable and divisible
     from all other covenants, undertakings and provisions thereof and none
     shall be deemed to be dependent upon any other unless so expressed herein.
     If any provision of such Section relating to time periods or geographical
     area is found by a court of competent jurisdiction to exceed the maximum
     time period or geographical area such court deems reasonable and
     enforceable, the parties agree that such court may enforce such provisions
     for the maximum time period and/or geographical area as the court finds to
     be reasonable.

          5.5 Retained Access. Following the Closing, to the extent reasonably
required for any bona fide business purpose, Buyer will allow, and will use its
reasonable efforts to cause its affiliates to allow, Seller (and Seller's
agents, representatives and affiliates) access to all business records
concerning the Operations, the acquired assets hereunder or the Assumed


                                       20



Liabilities which relate to the period prior to the Closing Date and will permit
such person to make copies of same. Such access will be granted upon reasonable
advance notice, during normal business hours, and in such a manner so as not to
interfere unreasonably with the operations of the Business. Without limiting the
generality of the foregoing, if either Buyer or Seller or any of its affiliates
actively is contesting or defending against any charge, complaint, action, suit,
proceeding, hearing, investigation, claim or demand in connection with (a) any
transaction contemplated hereby, or (b) any fact, situation, circumstances,
status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction on or prior to the Closing relating to
the Operations, then the other party will cooperate, and use its reasonable
efforts to cause its affiliates to cooperate, with the contesting or defending
party and its counsel in such contest or defense, make available such other
party's and its affiliates' personnel and provide such testimony and access to
books and records as are reasonably requested in connection with such contest or
defense, all at the contesting or defending party's expense.

          5.6 Taxes. Buyer shall be solely responsible for the payment of any
sales or transfer or other taxes as may be required to paid in connection with
the transactions provided for herein, together with all documentary, filing and
recording taxes, fees and charges associated with the transactions contemplated
by this Agreement. All personal property and other taxes and assessments based
upon or measured by the ownership of property, or the receipt of proceeds
therefrom, shall be prorated between Seller and Buyer as of the Closing Date;
provided, however, that each party shall be responsible for its own income and
franchise taxes. Seller may require Buyer to remit any and all applicable taxes
to Seller; under these circumstances, Seller shall be responsible for remitting
said taxes to the appropriate taxing authorities.

          5.7 Employees. Except as set forth on Exhibit 5.7, Buyer agrees to
extend offers of employment to all employees of Seller who shall be working as
of the Closing Date at any of the Locations and who meet Buyer's employment
qualifications and criteria, and shall employ such employees who accept such
offers ("Hired Employees") at no less than the same wage or salary rate in
effect and on other terms, conditions, and benefits as are provided to similarly
situated employees of the Buyer.

          5.8 Name Change; Use of Seller's Name. Buyer shall remove the name and
logo of Seller from the assets at the Locations within a commercially reasonable
time, but in no event later than ninety (90) days after the Closing for primary
locations, and at secondary locations and customer locations six (6) months
after the Closing, at Buyer's sole cost and expense. From and after the Closing,
Buyer shall use only Buyer's own name when taking action in respect of the
Operations or in connection with any Location. Buyer shall not state, represent
or imply that Buyer is connected in any manner with, or acting for or on behalf
of, Seller or any of Seller's affiliates. Buyer shall not (a) use the marks
and/or names of, or otherwise refer to Seller or any of Seller's affiliates or
(b) use any names and/or marks similar to the names and/or marks of any Seller
or any of Seller's affiliates.

          5.9 Confidential Information. The parties acknowledge and agree that
the Confidentiality Agreements dated February 26, 2003 and April 4, 2003 between
Seller as "Discloser" and Buyer as "Disclosee" remain in full force and effect
and shall survive the


                                       21



termination of this Agreement, but shall not survive the Closing, and if Closing
occurs, shall be null and void thereafter.

          5.10 Public Announcements. All public announcements prior to and on
the Closing Date relating to this Agreement or the transactions contemplated
hereby, including announcements to employees, will be made only as may be agreed
upon jointly by the parties hereto; provided, however, that Buyer or Seller may
make any public disclosure it believes in good faith is required by applicable
law or stock exchange requirement (in which case the disclosing party will use
its reasonable best efforts to advise the other party prior to making the
disclosure).

          5.11 Notices. Any notice, request, instrument or other document to be
given hereunder shall be in writing and delivered personally or sent by
certified or registered mail, postage prepaid:

          If to Buyer, addressed as follows:

               Ferrellgas, L.P.
               c/o Ferrellgas, Inc.
               One Liberty Plaza
               Liberty, Missouri 64068
               Attention: Kenneth A. Heinz, Sr. Vice President,
               Corporate Development

     with a copy to:

               Bryan Cave LLP
               1200 Main Street, Suite 3500
               Kansas City, Missouri 64105
               Attention: Morris K. Withers, Esq.

          If to Seller, addressed as follows:

               Suburban Propane, L.P.
               240 Route 10 West, P.O. Box 206
               Whippany, NJ 07981
               Attention: Janice Meola, Esq.

     with a copy to:

               Cole, Schotz, Meisel, Forman & Leonard, P.A.
               Court Plaza North
               25 Main Street
               Hackensack, NJ 07601
               Attention: Alan Rubin, Esq.


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or to such other address as any of the parties hereto may designate by notice
given as above provided. Any item sent by registered or certified mail, as above
provided, will be deemed given when deposited in the United States mails.

          5.12 Risk of Loss. Seller shall bear the risk of loss or damage to the
properties and assets to be sold hereunder until the Closing.

          5.13 Bulk Sales Law. Buyer waives compliance by Seller with the
provisions of any applicable bulk sales, fraudulent conveyance or other law for
the protection of creditors of any jurisdiction that may otherwise be applicable
in connection with the transfer of the assets under this Agreement and in
consideration of such waiver, Seller agrees to indemnify Buyer and hold Buyer
harmless from and against any Damages arising out of or resulting from such
non-compliance.

          5.14 Vehicle Leases. Seller shall negotiate a settlement of the
vehicle leases for all vehicles used in the Operations at the Locations and
Buyer shall then direct its vehicle leasing company to purchase of all such
vehicles, at which time Seller shall arrange for its leasing company to provide
title to such vehicles as directed by Buyer. Buyer shall pay all transfer taxes
relating to such transaction. The parties acknowledge that the leased vehicles
transactions will not be consummated prior to Closing, and Seller shall make all
leased vehicles available for use by Buyer in conducting operations effective on
the Closing Date. In the event that the buyout of the leases owned by LeasePlan,
Donlen, Fleet Capital, Verizon, GE Capital, Emigrant and All First (with respect
to leased vehicles) are not executed at the time of the Closing, Buyer and
Seller agree as follows:

               (a) Buyer may operate in the ordinary course of business, but
     shall not remove from the Locations, the vehicles corresponding to those
     leases until the buyout and purchase by Buyer's leasing company are
     executed by all relevant parties; and

               (b) Provided Buyer has diligently pursued good faith efforts to
     complete the transactions contemplated by this Section, if a buyout for any
     vehicle is not executed within sixty (60) days of the Closing Date, Seller
     shall buyout the lease on any such vehicles and Buyer shall reimburse
     Seller for the buyout amount, after which Seller shall transfer title to
     said vehicles. Each party shall pay its own transfer taxes in that event.
     In the event that Seller, after good faith efforts, is unable to transfer
     title to any vehicle to Buyer pursuant to the terms above, Buyer may
     purchase a new vehicle of a similar make, model and type in which case
     Seller shall pay to Buyer the difference between the cost of the
     replacement vehicle and the buyout value of the existing vehicle.

               (c) At all times that Seller is a guarantor or otherwise remains
     potentially liable in any manner with respect to any motor vehicle lease
     (each, a "Vehicle Lease") set forth on Exhibit 3.1d: (i) Buyer shall
     faithfully abide by, perform and discharge, at its sole cost and expense,
     each and every obligation, covenant and agreement under such Vehicle Lease
     arising after the Closing Date and shall do so prior


                                       23



     to the expiration of any applicable grace or cure period. Buyer hereby
     agrees to indemnify and hold Seller harmless from and against any and all
     loss, cost, expense (including reasonable attorneys' fees), damage and
     liability incurred by Seller as a result of claims brought against Seller
     with respect to the performance of all of the terms, covenants and
     conditions of such Vehicle Lease to be performed from and after the Closing
     Date. (ii) Buyer shall not modify, amend or alter the terms or provisions
     of such Vehicle Lease, and otherwise shall not take any action that could,
     in either case, reasonably be expected to increase the aggregate liability
     of Buyer or Seller thereunder. (iii) Buyer shall not (A) sell, encumber,
     assign, transfer or otherwise dispose of such Vehicle Lease, the motor
     vehicles in respect thereof (in respect of any such Lease, the "Leased
     Motor Vehicle") or Buyer's interest therein, whether effected voluntarily
     or involuntarily, directly or indirectly, by operation of law or otherwise,
     or (B) consent to or enter into any contract, agreement or arrangement to
     take any action prohibited by clause (A) above. (iv) Buyer shall faithfully
     maintain any and all insurance requirements set forth by the Lessor of the
     Leased Motor Vehicles.

               (d) If Buyer shall fail to perform any covenant contained in any
     Vehicle Lease and does not cure said failure within ten days of receipt of
     written notice of said failure, (i) Seller may (but shall have no
     obligation to) make advances to perform the same on Buyer's behalf, and all
     sums so advanced shall be repaid by Buyer immediately upon the demand of
     Seller, (ii) Buyer shall transfer such Vehicle Lease and surrender
     possession of the related Leased Motor Vehicle to Seller immediately upon
     the demand of Seller and (iii) Seller shall be authorized, absent voluntary
     surrender by Buyer, to assume the obligations of Buyer under the applicable
     Vehicle Lease and to take possession of the Leased Motor Vehicle subject to
     such Lease. To secure the prompt and complete performance and observance of
     the covenants and other obligations of Buyer above, Buyer hereby grants,
     conveys, pledges, hypothecates and transfers to Seller a security interest
     in and to all of Buyer's right, title and interest in and to the Vehicle
     Leases and the Leased Motor Vehicles.

          5.15 Tax Disclosures. Notwithstanding any other agreement among the
parties or anything else herein to the contrary, each party to this Agreement
(and any employee, representative or other agent thereof) may disclose to any
and all persons, without limitation of any kind, the U.S. federal income tax
treatment and any tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure; provided, that no party (or any employee, representative or other
agent thereof) shall disclose pursuant to this section (i) any information that
is not relevant to an understanding of the U.S. federal income tax treatment of
the transactions contemplated by this Agreement, including the identity of any
party to this Agreement (or its employees, representatives or agents) or other
information that could lead any person to determine such identity or (ii) any
information to the extent such disclosure could result in a violation of any
federal or state securities laws; and provided further, that this section shall
not apply until the earliest of (a) the date of public announcement of
discussions relating to the transactions, (b) the date of public announcement of
the transactions, or (c) the date of execution of an agreement, with or without
consideration, to enter into the transactions.


                                       24



          5.16 Miscellaneous. This Agreement, including the documents and
exhibits referred to herein, contains the entire understanding of the parties
hereto and supersedes all prior understandings, agreements or undertakings of
the parties with respect to the subject matter contained herein, and may be
amended only by a written instrument executed by all of the parties hereto.
Wherever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or declared invalid under applicable
law, such provision shall be void and of no effect and the remaining provisions
of this Agreement shall remain in full force and effect. This Agreement shall be
a contract made under, governed by and construed under, the laws of the state of
Delaware, except no doctrine of choice of law shall be used to apply any law
other than that of the state of Delaware. This Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors,
assigns and personal representatives; provided, however, that no assignment by
any party hereto of any right hereunder shall be made on or prior to the Closing
Date, and no assignment, by operation of law or otherwise, shall relieve any
party of its obligations hereunder. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
shall constitute together but one and the same instrument.

                            (SIGNATURES ON NEXT PAGE)


                                       25



          IN WITNESS WHEREOF, the parties hereto have caused this Purchase and
Noncompetition Agreement to be executed as of the day and year first above
written.

SELLER:                                   BUYER:

SUBURBAN PROPANE, L.P.                    FERRELLGAS, L.P.

                                          By: Ferrellgas, Inc., General Partner


By:                                       By:
    ---------------------------------         ----------------------------------
                                              Kenneth A. Heinz, Sr. Vice
                                              President Corporate Development

Fed. ID #                                 Fed. ID # 43-1698481


SUBURBAN SALES AND SERVICE, INC.


By:
    ---------------------------------

Fed. ID #


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