HERITAGE PROPANE PARTNERS L P
CONSENT OF ASSIGNMENT - H. MICHAEL KRIMBILL
<DOCUMENT>
<TYPE>EX-10.10.1
<SEQUENCE>9
<FILENAME>h96052ex10-10_1.txt
<DESCRIPTION>CONSENT OF ASSIGNMENT - H. MICHAEL KRIMBILL
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.10.1

                  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.



                                        ---------------------------------
                                        H. Michael Krimbill




</TEXT>
</DOCUMENT>
