##### 



ACQUISITION AGREEMENT
 (Seller)
 (Buyer),




---



##### 



ACQUISITION AGREEMENT
 (Seller)
 
 EXHIBIT
 Exhibit 1.01
    
    DefinitionsExhibit 2.02
    
    Deed of TransferExhibit 2.04(c)
    
    Release letters (directors and statutory auditors)Exhibit 2.04(d)
    
    Directors and statutory auditorsExhibit 2.04(f)
    
    Resignation BassiExhibit 4.01
    
    Bank guaranteeExhibit 5.01
    
    RepresentationsExhibit 7.01
    
    Escrow agreement tax creditExhibit 10.01
    
    Sellers Intellectual PropertyExhibit 10.02
    
    ExceptionsExhibit 10.03
    
    Intellectual property rights agreement




---



##### 



To the
kind attention of Stéphane Delplancq
 
   ACQUISITION AGREEMENT
 Seller Siparex) Bassi Buyer
 WITNESSETH:
 (società a responsabilità
limitata) Business);
 (società a responsabilità limitata) (società a responsabilità limitata)
 (Amministratore Delegato),




---



##### 



ARTICLE
I  DEFINITIONS
 Definitions Exhibit 1.01
 ARTICLE II  PURCHASE AND SALE OF THE QUOTAS
 Right of Substitution Newco),
 The Closing. Closing) Closing Date). Deed of Transfer), Exhibit 2.02,
 The Purchase Price.
 2




---



##### 



Quotas)  Purchase Price), (Financial Debt Reference Date);
 Actions at Closing
 Exhibit
2.04 (a)
  Exhibit 2.04 (c)
 Exhibit 2.04 (d)
  Exhibit 2.0.4 (f).
 3




---



##### 



ARTICLE
III  LIABILITIES
 Liabilities of the Business
 ARTICLE
IV  PAYMENT OF THE PURCHASE PRICE
 Purchase Price (valuta fissa a
favore del beneficiario)  (Expiration Date) Exhibit 4.01 (Bank
Guarantee); (Early Expiration)
 ARTICLE
V  REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Seller Exhibit 5.01 Representations Exhibit),
 Representations and Warranties of the Buyer
 Bank Guarantee
 ARTICLE VI  CONDITIONS PRECEDENT TO CLOSING
 Conditions Precedent to Closing by the Buyer
 4




---



##### 



(a)
    
    All of the agreements and covenants contained in this Agreement that are to be
complied with, satisfied and performed by Seller on or before the Closing Date shall,
in all material respects, have been complied with, satisfied and performed.(b)
    
    All of the representations and warranties made by Seller in this Agreement
shall be true and correct in all material respects both on and as of the date of this
Agreement and on and as of the Closing Date.(c)
    
    The Seller shall have duly executed and delivered to the Buyer the Transaction
Documents.(d)
    
    The Buyer shall have received a certificate of Chairman of the Board of
Directors of the Seller, dated as of the Closing Date, certifying as to the due
authorization by the Seller of the execution and delivery of this Agreement and any
Transaction Documents to which it shall be a party and the consummation of the
transactions contemplated hereby and thereby.(e)
    
    All necessary Regulatory Approvals, and any other material consents, approvals
or agreements of any Person, if necessary or required under the Applicable Law,
necessary for the Closing shall have been obtained.(f)
    
    No action or proceeding shall have been instituted, or threatened to be
instituted, by or before any Governmental Authority, or by any other third party, to
restrain or prohibit the consummation of the transaction contemplated hereby (other
than actions or proceedings affecting only general economic conditions).(g)
    
    The Buyer shall have received a certificate of an officer of the Seller, dated
as of the Closing Date, certifying as to the fulfillment of the conditions set forth in
paragraphs (a) and (b) and, with respect to actions or proceedings against such party,
paragraph (f), of this Section 6.01.(h)
    
    Newco shall have received at least Seven Million Four Hundred Thousand Euros
(
7.400.000,00) from financing sources to apply to the consummation of the Closing id est Four Million Nine Hundred Thousand Euros (
4.900.000,00) as bank loan and Euro
2.500.000,00 (two million five hundreds thousands) as capital contribution by Siparex
and Bassi.(i)
    
    The Financial Statements for fiscal year 2005 of the Company shall have been
duly approved by the general meeting of the Company and deposited with the competent
Register of Companies
 5




---



##### 



Conditions Precedent to Closing by the Seller
 (a)
    
    All of the agreements and covenants contained in this Agreement that are to be
complied with, satisfied and performed by Buyer on or before the Closing Date shall, in
all material respects, have been complied with, satisfied and performed, including, but
not limited to, the payment of the Purchase Price at the Closing Date.(b)
    
    All of the representations and warranties made by the Buyer in this Agreement
shall be true and correct in all material respects both on and as of the date of this
Agreement and on and as of the Closing Date.(c)
    
    Newco, or Siparex and Bassi if Newco is not designated to take ownership of the
Quotas at Closing pursuant to Section 2.01 herein, shall have duly executed and
delivered to the Seller the Transaction Documents to which it is (or they are, as the
case may be) a party;(d)
    
    The Seller shall have received (i) a certificate of the Chairman of the Board
of Directors of Newco (if applicable) and Siparex, dated as of the Closing Date,
certifying as to the due authorization by the Buyer of the execution and delivery of
this Agreement and any Transaction Documents to which it shall be a party and the
consummation of the transactions contemplated hereby and thereby; and (ii) a
certificate from Bassi confirming that there is no legal impediment to the execution
and delivery of this Agreement or the other Transaction Documents by Bassi or to the
consummation of the transactions contemplated hereby or thereby.(e)
    
    The Seller shall have received a certificate of an officer of Newco, or of
Siparex and Bassi if Newco is not designated to take ownership of the Quotas at Closing
pursuant to Section 2.01 herein, dated as of the Closing Date, certifying as to the
fulfillment of the conditions set forth in paragraphs (a) and (b) of this Section
6.0.2.
 ARTICLE VII  COVENANTS
 Covenants of the Seller
 (i)
    
    between the date of this Agreement and the Closing, it will cooperate with the
Buyer and any Governmental Authority having jurisdiction in taking all actions
reasonably necessary to obtain any Regulatory Approvals, if necessary under the
Applicable Law, required in connection with the transaction contemplated by this
 6




---



##### 



Agreement and any Transaction Document, and will comply timely with all legal requirements
which may be imposed on it with respect to the Closing and will promptly cooperate with and
furnish information to the Buyer in connection with any such legal requirements.
Notwithstanding anything to the contrary contained in this Agreement or any
Transaction Document, without Buyers prior written consent, neither the Seller nor any of its
Affiliates shall divest, demerger, spin off or otherwise take or commit to take any step that
limits its freedom of action with respect to, or its ability to retain, any business unit
(including its existing business units and the business units of the GROUP to be acquired
hereunder), or any of the activities, product lines or assets thereof, or (b) alter or
restrict its business or commercial practices, or the business or commercial practices of any
company of the GROUP, in any way.(ii)
    
    between the date of this Agreement and the Closing, it will not take any action, or
omit to take any action, which action or omission would make any of the
representations or warranties of the Seller untrue or incorrect, in any material
respect, at the Closing Date, and will not undertake any course of action inconsistent
with this Agreement, or which would render any of the conditions to Closing by the
Buyer unable to be satisfied at or prior to the Closing.(iii)
    
    between the date of this Agreement and the Closing, it shall carry on the Business
diligently and in the ordinary course, consistent with past practice and shall
exercise reasonable best efforts to (a) prevent the loss or material modification of
any material contract with customers or suppliers, (b) preserve the Businesss
relations with customers, suppliers and employees, and (c) otherwise prevent the
impairment of its goodwill. Except as contemplated by this Agreement or with Buyers
prior written consent, which shall not be unreasonably withheld, neither the Company
nor any Subsidiary shall, and the Seller shall ensure that none of the Company or the
Subsidiaries, (aa) make any material change in its business, accounting practices,
methods of operation, or management of the Business and its properties, (bb) enter
into any new lease for use of office or warehouse space or other real property, or any
modification, extension or cancellation of any Contract, Real Property Lease or
Intellectual Property License (except the Intellectual Property Rights Agreement),
(cc) make any capital expenditure, (dd) give, issue or enter into any product warranty
other than the standard warranty currently given by the Business on sales made in the
ordinary course of business, (ee) declare any dividend, make any payment, or render
any benefit, to or on behalf of any Related Party, except for (A) salaries and
customary directors fees paid to individuals in their capacities as directors,
officers or employees of the Seller consistent with past practice, or (B) give or
enter into any commitment on behalf of the Business to do any of the foregoing. Except
for the sale of product from inventory or as otherwise contemplated hereby, neither
the Company nor any Subsidiary shall sell, transfer, give, voluntarily encumber,
pledge or otherwise dispose of or impair in any way its right, title and interest in
and to any material asset of the Business, including, without limitation, claims,
causes of action and other intangible assets.
  7




---



##### 



Decree  Tax Credit Filing Date (Libretto di Deposito a Risparmio Nominativo)
 Covenants of the Buyer and Bassi.
  Mutual Covenants.
 8




---



##### 



(a)
    
    None of the parties hereto shall make, or permit any of their Affiliates or their
respective directors, officers, employees, agents, advisors, or representatives to make,
any press release, public announcement or other third-party disclosure (collectively,
Announcement) with respect to the existence of this Agreement or
 any Transaction Documents or the transactions contemplated hereby or thereby
without the prior written consent of the other parties hereto, except as otherwise
previously agreed in writing or required by applicable law. In any event, prior to any
such Announcement, each party shall submit the text of any proposed
Announcement to the other party for approval.(b)
    
    Each Party shall give prompt written notice to the other in the event its
own representations and warranties or the representations and warranties of the
other Party are discovered to be materially untrue as of the time made. Nothing in
this Agreement shall be construed to imply that Seller is making any
representation or warranty as of any date other than as expressly set forth
herein.
 ARTICLE VIII  INDEMNIFICATION
 Survival of Representations and Warranties. provided however Indemnitor) Claimant) Claim) provided however
 Indemnification by the Seller to Buyer.
 9




---



##### 



Excluded Liabilities)
 Indemnification.
 Indemnification by the Buyer.
 Effect of Tax Benefits or Detriments on Indemnification.
 Claims; Payment of Claims (Claim Notice) (Indemnitors Objections)
 10




---



##### 



Mitigation.
 Limitation. shall 
 Remedy Exclusive.
 ARTICLE IX  TERMINATION
 Termination by Consent.
 Termination Due to Illegality.
 Termination due to failure to satisfy the conditions precedent to the
Closing provided however
 11




---



##### 



Effect of Termination.
 ARTICLE X  INTELLECTUAL PROPERTY
 Sellers intellectual property. Exhibit 10.01
 No infringement. Exhibit
10.02
 Intellectual Property Rights Agreement. Intellectual
Property Rights Agreement Exhibit 10.03.
 Use of Thermadynes Intellectual Property. Thermadyne Trademarks
 ARTICLE XI  GUARANTEE
 Guarantor. Guarantor)
 12




---



##### 



Obligations).
   ARTICLE XII  MISCELLANEOUS PROVISIONS
 Expenses; Transfer Taxes.
 Ongoing Business Relationships.
 Entire Agreement; No Third-Party Beneficiaries.
 13




---



##### 



Amendments and Waivers.
 Notices.
  
 
  
 
  
 
 14




---



##### 



Assignment.
 Joint Preparation of Documents.
 Captions.
 Counterparts.
 Governing Law.
 Agreement to Arbitrate. (Regolamento Arbitrale), (Camera
Arbitrale
 15




---



##### 



Nazionale e Internazionale di Milano), 
 Severabilitv.
  16




---



##### 



Yours faithfully,THERMADYNE ITALIA S.R.L.By:
    
    /s/ [ILLEGIBLE]Name:
    
    [ILLEGIBLE]Title:
    
    [ILLEGIBLE]With exclusive reference to Article 11 (GUARANTEE):THERMADYNE HOLDINGS CORPORATIONBy:Name:Title:
 17




---



##### 



GIORGIO BASSIBy:
    
    /s/ [ILLEGIBLE]SIGEFISOCIETE PAR ACTION SIMPLIFIEEBy:
    
    /s/ [ILLEGIBLE]Name:
    
    [ILLEGIBLE]Title:
    
    [ILLEGIBLE]
 18




---



##### 



Yours faithfully,THERMADYNE ITALIA S.R.L,By:Name:Title:With exclusive reference to Article 11 :(GUARANTEE):THERMADYNE HOLDINGS CORPORATIONBy:
    
    /s/ P. S. WilliamsName:
    
    P. S. WilliamsTitle:
    
    Vice President General Counsel
 19