National Propane Corporation
                                    IES Tower
                       200 First Street, S.E., Suite 1700
                            Cedar Rapids, Iowa 52401
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                                                   June 6, 1996



Mr. Ronald D. Paliughi
National Propane Corporation
IES Tower
200 First Street, S.E., Suite 1700
Cedar Rapids, Iowa  52401

Dear Ron:

                Reference is made to the employment  agreement dated as of April
24,  1993,  as amended  (the  "Employment  Agreement")  between you and National
Propane Corporation.  As we have agreed, in lieu of the provisions of the second
sentence  of  Article I,  Section 2 of the  Employment  Agreement,  the Term (as
defined in the  Employment  Agreement)  shall be extended to January 2, 1998 and
the  provisions  of such second  sentence  shall be deleted from the  Employment
Agreement  and shall be of no further  force and effect.  In addition,  the base
salary  payable to you under the  Employment  Agreement  shall be  increased  to
$300,000 per annum, effective June 15, 1996.

                Except as provided for herein,  the Employment  Agreement  shall
remain in full force and effect.

                If you are in  agreement  with the  foregoing,  please sign this
letter in the space provided below.

                                Very truly yours,



            NELSON PELTZ                                      PETER W. MAY
        Nelson Peltz, Director                            Peter W. May, Director


AGREED TO AND ACCEPTED


RONALD D. PALIUGHI
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Ronald D. Paliughi