Release And Settlement Agreement

Exhibit 10.2

[REDACTED OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND IS DENOTED HEREIN BY ***.] NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION FORSYTH COUNTY 01 CVS 4733 BLUE RHINO CORPORATION, ) ) Plaintiff, ) RELEASE AND ) SETTLEMENT AGREEMENT vs. ) ) PRICEWATERHOUSECOOPERS LLP, ) ) Defendant. )

This Release and Settlement Agreement is made and entered into this 26th day of February, 2003 by and between Blue Rhino Corporation ("Blue Rhino") and PricewaterhouseCoopers LLP ("PwC") (collectively the "Parties");

WHEREAS, the Parties are currently engaged in litigation in the General Court of Justice, Superior Court Division, of Forsyth County, North Carolina in a case styled Blue Rhino Corporation v. PricewaterhouseCoopers LLP, Case No. 01 CvS 4733 (the "Lawsuit"); and

WHEREAS, the Parties, based upon this Release and Settlement Agreement, have agreed to compromise their claims and defenses each against the other in final and complete resolution of all claims and issues between the Parties; and

WHEREAS, the Parties have agreed to enter into this Release and Settlement Agreement to accomplish their joint goal of settling and resolving all claims.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the adequacy and sufficiency of which is hereby acknowledged, the undersigned parties hereto agree as follows:


1. Payment. PwC shall pay to Blue Rhino the sum of ********** ********************************** on or before February 26, 2003, to be held in trust by Blue Rhino's attorneys until filing of the Dismissal referred to in Paragraph 2 hereof.

2. Dismissal. Upon receipt of Payment from PwC, Blue Rhino shall execute and file with the Forsyth County Clerk of Superior Court a Voluntary Dismissal with Prejudice of all claims against PwC.

3. Release by Blue Rhino. Blue Rhino does hereby relinquish, remise, release and forever discharge PwC and its respective members, partners, principals, insurers, agents, assigns, servants, employees, officers, directors, shareholders, representatives, and any and all other persons, parties or corporations that might be in privity with them, whether named herein or not, of and from all liabilities, costs, claims, demands, damages, losses, causes of action and suits which Blue Rhino may now have or claim to have, or might hereafter have or claim to have, whether same is known or not known at this time, arising out of or related to the claims that were asserted, or could hav ...