Consent to Assignment of Employment Agreement by R.C. Mills

Summary

This document records R.C. Mills' consent to the transfer of his Employment Agreement from Heritage Holdings, Inc. to U.S. Propane, L.P. Mills agrees that U.S. Propane will assume all duties and responsibilities previously held by Heritage under the original agreement. The consent is given pursuant to a specific section of the original Employment Agreement and is effective as of February 3, 2002.

EX-10.8.1 7 h96052ex10-8_1.txt CONSENT OF ASSIGNMENT - R. C. MILLS 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. --------------------------------- R.C. Mills