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                                                                   EXHIBIT 10.38

                                    AGREEMENT

         This Agreement, made as of the 1st day of July, 2003 between Valley
National Gases, Inc., a Corporation, ("VALLEY") and William A. Indelicato
("INDELICATO").

         WHEREAS, Indelicato, individually and by and through his consulting
corporation ADE Vantage, Inc. ("CORPORATION") have an arrangement with Valley
National Gases, Inc., which expires June 30, 2003, for the expansion of Valley's
industrial gas and welding supply business, through acquisition and expansion of
industrial gas and welding supply distributors ("ACQUISITION PROGRAM"); and,

         WHEREAS, Valley and Indelicato desire to enter into this Agreement
setting forth Indelicato's continuing relationship with Valley for general
management consulting services and in the execution of the Acquisition Program
including compensation therefore.

         WITNESSETH in consideration the mutual promises hereinafter contained
Valley and Indelicato agree as follows:

1.       Duties. Indelicato, through his position as Vice Chairman of the Board
of Directors, will provide Valley with general management consulting services
and more specifically, manage and direct the "to be hired" President and CEO at
least through the duration of this Agreement. Indelicato, together with Valley,
will qualify all potential distributors for acquisition and jointly target
distributors for acquisition solicitation ("TARGET DISTRIBUTORS"). Indelicato
will assist Valley in the solicitation, preparation of offering memoranda,
contract negotiation, due diligence and/or any other matters necessary to assist
Valley to consummate Target Distributor acquisitions in

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accordance with the Board approved Acquisition Program. Compensation for such
services will be provided as part of the management service fee covered in
Paragraph 10.

2.       Term. The term of this Agreement shall be one (1) year from the
execution and delivery of this Agreement.

3.       Independent Contractor Status. It is understood that Indelicato is an
independent contractor, representing Valley pursuant to this Agreement, and he
shall not otherwise hold himself out to the public as employee, or partner of
Valley. As such Indelicato is responsible, where necessary, to secure at his
sole cost, worker's compensation, insurance, disability, benefits and any other
insurance as may be requires by law. Valley will not provide, nor will it be
responsible to pay for benefits for Indelicato. Any benefits, if provided by
Indelicato for himself and/or his staff, including by not limited to, health
insurance, paid vacation, paid holidays, sick leave or disability insurance
coverage of whatever nature, shall be secured and paid for by Indelicato.

4.       Tax Duties and Responsibilities. Indelicato is responsible for the
payment of all required payroll taxes, whether federal, state or local in
nature, including, but not limited to, income taxes, social security taxes,
federal unemployment compensation taxes, and any other fees, charges, licenses
or other payments required by law.

5.       Employee's of Independent Contractor. Indelicato may employ as many
employees as he requires, such matter resting entirely with his own discretion.
Valley need not be advised to the employment of such individuals. Such persons
are employed of Indelicato, and he shall be deemed employer of such persons. As
such, Indelicato shall be responsible for compensation as well as all necessary
insurance and payroll deductions

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for such persons, including but not limited to, federal, state and local income
taxes, social security taxes, unemployment compensation taxes, workers
compensation coverage, etc.

6.       ADE Vantage, Inc. Indelicato may at his sole cost and expense (except
for reimbursement support service costs as provided in Paragraph 11
hereinafter), in his execution of the Acquisition Program engage Corporation,
ADE Vantage, Inc., his consulting firm, as his agent and contractor to provide
support services and any other services executed pursuant to the Acquisition
Program or otherwise required by Valley, such as valuation support required by
FASB 141/142. At all times, Corporation shall solely be the contractual agent of
Indelicato and not Valley.

7.       Indemnification. Indelicato shall not be liable for the acts,
negligence or defaults of any employee, agent or representative of Valley, nor
shall he be liable for anything done or not done in good faith, including errors
of judgment, acts done or committed on the advise of counsel, or mistakes of
fact or law. Indelicato shall, without prejudice to any other rights which he
may have, be indemnified by Valley against all liability and expense reasonably
incurred by him in connection with any claim, action, suit or proceeding of
whatever nature in which he may be involved as a party or otherwise by reason of
having entered into this Agreement and the execution of the duties assumed
hereunder relative to his execution of the Acquisition Program. Indemnification
hereunder, shall not, however, extend to any liability, loss, damage claim or
expense to the extent occasioned by or arising out of Indelicato's default
hereunder or any willful misconduct or grossly negligent act by Indelicato, his
agents and employees in his capacity as an Independent Contractor in the
execution of his duties hereunder. Further, Valley agrees that ADE Vantage, Inc.
shall not be liable and shall be held harmless for

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any damage or injury caused by its negligent mistakes, errors and omissions in
and about providing financial services under this Agreement.

8.       Business of Independent Contractor. During the term of this Agreement,
Indelicato may engage in any other business which does not conflict with his
duties hereunder, conflict with Valley's business, or otherwise impair the
successful execution and implementation of either his management consulting
services or the Acquisition Program.

9.       Supervision. Indelicato shall not be subject to the provisions of any
personnel handbook or the rules and regulations of applicable employees to
Valley since Indelicato shall fulfill his responsibilities independent of any
without supervision or control by Valley.

10.      Compensation. Indelicato's compensation hereunder shall be set forth as
follows:

     a.  Indelicato will be paid a management service fee of $7,000 per month by
         cash payment [to be paid, (1) for the first six months $4,000 per month
         and a lump sum payment of $18,000 paid between January 1, 2003 and
         January 7, 2003 and (2) for the last six months $7,000 per month.].

     b.  Valley shall reimburse Indelicato by cash payment for all out of pocket
         expenses reasonably incurred by him, while rendering services in
         support of the Acquisition Program, which includes office rent (not to
         exceed $800 per month) cellular phone monthly charges, charges for
         phone service, which is exclusively for Valley's benefit and part time
         secretarial support.

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11.      Reimbursable Support Service.

         a. Financial. Indelicato shall be entitled for financial support
         services for financial projections, evaluations as well as other
         necessary and required analyses prepared for Indelicato by independent
         professional agents obtained for this specific purpose, at the rate of
         sixty six dollars and fifty cents ($68.00) per hour as such support
         service costs are incurred during the term of is Agreement. Valley and
         Indelicato agree that they intend to use ADE Vantage, Inc. for
         financial services.

         b. Indelicato will also be personally reimbursed for his time spent on
         the Acquisition Program at a rate of eighty six dollars and fifty cents
         ($86.50) per hour up to a maximum of 210 hours per year. It is intended
         that the Acquisition Program be selective, with the anticipated annual
         expenditure for acquisitions by Valley being in the range of $4.2
         million.

12.      Assignment. Indelicato shall not sell, assign or transfer this
Agreement, however, he shall have the limited right to assign the Agreement to
the Corporation.

13.      Governing Law. This Agreement shall be subject to and governed by the
laws of the State of West Virginia.

14.      Renewal. This Agreement may be renewed for one year periods upon
written acknowledgment by both parties 30 days prior to expiration.

15.      Waiver. The waiver by either party of a breach of any provision in the
Agreement shall not operate or be construed to operate as a waiver of any
subsequent breach.

16.      Modification. No change, modification or waiver of any term of this
Agreement shall be valid unless it is in writing and signed by both parties.

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17.      Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior Agreements or understandings
between Valley and Indelicato, with the exception of the letter agreements
pertaining to deferred compensation on future acquisitions.

18.      Captions. The captions are inserted for convenience only and shall not
be considered when interpreting any provision or terms hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of this day of
May 30, 2003.

                                          VALLEY NATIONAL GASES, INC.

                                          By /s/ Gary E. West
                                             -----------------------------------
                                             Gary E. West

                                          Its /s/ Gary E. West
                                              ----------------------------------
                                              Chairman

                                          /s/ William A. Indelicato
                                          --------------------------------------
                                              William A. Indelicato

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