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                                                                   EXHIBIT 10.32

                             EXECUTIVE EMPLOYMENT AGREEMENT

                  This Agreement is made and entered into as of May 22, 1998
         (the "EFFECTIVE DATE") by and among Thermadyne Holdings Corporation, a
         Delaware corporation ("HOLDINGS"), together with its subsidiaries as
         herein defined (all called the "EMPLOYERS") and Michael E. Mahoney
         ("EMPLOYEE").

                                       WITNESSETH:

                  WHEREAS, Employers desire to continue to employ Employee upon
         the terms set forth herein;

                  WHEREAS, Employee desires to continue to be employed by
         Employers and to appropriately memorialize the terms and conditions of
         such employment;

                  WHEREAS, Holdings is entering into this Agreement by and on
         behalf of itself and each trade or business in which its ownership and
         the value or voting power is at least 50% (the "SUBSIDIARIES");

                  NOW THEREFORE, Employee and Employers, in consideration of the
         agreements, covenants and conditions herein, hereby agree as follows:

                  SECTION 1. Basic Employment Provisions.

                  (a) Employment and Term. Employers hereby employ Employee
         (hereinafter referred to as the "EMPLOYMENT") as Executive Vice
         President, Tweco and Employee agrees to be employed by Employers in
         such capacity, all on the terms and conditions set forth herein. The
         Employment shall be for a period (the "EMPLOYMENT PERIOD") that will
         (i) commence on the Effective Date and continue for at least three
         years thereafter (unless earlier terminated as provided herein) and
         (ii) renew on each anniversary of the Effective Date for a three-year
         period, on the same terms and conditions contained herein (unless
         earlier terminated as provided herein or Employee is timely provided a
         notice of nonrenewal as provided herein), such that the Employment
         Period shall extend for a period of three years from the date of each
         such extension. The Employers must provide Employee with written notice
         not less than 60 days in advance of the applicable anniversary of the
         Effective Date in order to avoid renewal of the Employment Period on
         such anniversary as described above. Notice shall be deemed given on
         the date it is received by the Employee.

                  (b) Duties. Employee shall be subject to the direction and
         supervision of the Board of Directors of Holdings (the "BOARD") and, as
         the Executive Vice President, Tweco, shall have those duties and
         responsibilities which are assigned to him during the Employment Period
         by the Board consistent with his positions, provided that the Board
         shall not assign any greater duties or responsibilities to the Employee
         than are necessary to the Employee's faithful and adequate supervision
         of the overall management and businesses of the Employers.

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         The Board shall not take any action which results in a diminution of
         Employee's position, authority, duties or responsibilities as of the
         date hereof. The parties expressly acknowledge that the Employee shall
         devote all of his business time and attention to the transaction of the
         Employer's businesses as is reasonably necessary to discharge his
         supervisory management responsibilities hereunder. Employee agrees to
         perform faithfully the duties assigned to him to the best of his
         ability.

                  SECTION 2. Compensation.

                  (a) Salary. Employers shall pay to Employee during the
         Employment Period a salary as basic compensation for the services to be
         rendered by Employee hereunder. The initial amount of such salary shall
         be $220,000 per annum. Such salary shall be reviewed no less frequently
         than annually by the Board and may be increased upon the approval of
         the Board in its sole discretion. Such salary shall accrue and be
         payable in accordance with the payroll practices of Employers'
         subsidiary or subsidiaries in effect from time to time. All such
         payments shall be subject to deduction and withholding authorized or
         required by applicable law.

                  (b) Bonus. During the Employment Period, Employee shall
         additionally participate in an annual bonus plan providing for an
         annual bonus opportunity of not less than 70% of Employee's annual
         salary.

                  (c) Benefits. During the Employment Period, Employee shall be
         entitled to participate in such other employee benefit plans, programs
         and arrangements as are customarily accorded the executives of
         Employers, including without limitation, tax qualified profit sharing
         and retirement plans, group life, hospitalization and other insurance
         and vacations (but excluding stock option and other stock- or
         equity-based compensation plans), on a basis no less favorable than as
         of the date of this Agreement. Without limiting the foregoing, the
         employee benefit plans, programs and arrangements in which Employee
         shall be entitled to participate during the Employment Period shall be
         no less generous, in the aggregate, than those in which such Employee
         was entitled to participate immediately prior to the consummation of
         the merger between Holdings and Mercury Acquisition Corporation.



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                  SECTION 3. Termination.

                  (a) Death or Disability. Employment of Employee under this
         Agreement shall terminate automatically upon the death or total
         disability of Employee. For the purpose of this Agreement, "TOTAL
         DISABILITY" shall be deemed to have occurred if Employee shall have
         been unable to perform the duties of his Employment due to mental or
         physical incapacity for a period of six (6) consecutive months.

                  (b) Cause. The Board may terminate the Employment of Employee
         under this Agreement for Cause. For the purposes of this Agreement,
         "CAUSE" shall be deemed to be (i) dishonesty by Employee that results
         in substantial personal enrichment at the expense of the Employers or
         (ii) demonstratively willful repeated violations of Employee's
         obligations under this Agreement which are intended to result in
         material injury to the Employers.

                  (c) Without Cause. Any of the Employers, acting alone, may
         terminate the Employment of Employee under this Agreement without
         Cause.

                  (d) Constructive Termination. Employee may elect to terminate
         his Employment under this Agreement upon a Constructive Termination
         Without Cause, as defined below. For purposes of this Agreement,
         "CONSTRUCTIVE TERMINATION WITHOUT CAUSE" shall mean a termination of
         the Employee's employment at his initiative following the occurrence,
         without the Employee's prior written consent, of one or more of the
         following events:

                           (i) receipt of notice from the Employers that the
                  Employment Period shall not be renewed as described in Section
                  1(a) above;

                           (ii) any failure by the Employers to comply with any
                  of the provisions of the Employment Agreement, other than an
                  isolated, insubstantial and inadvertent failure not occurring
                  in bad faith and which is remedied by the Employers promptly
                  after receipt of notice thereof given by the Employee;

                           (iii) any reduction in any form of compensation,
                  fringe benefit, deferred compensation plan or perquisite
                  applicable to the Employee immediately prior to the effective
                  time of the Employment Agreement, including any reduction in
                  salary or any reduction in bonus percentage to less than the
                  average of such bonus percentage for the two fiscal years
                  immediately preceding the effective time of the Employment
                  Agreement;


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                           (iv) the loss of any of the Employee's titles or
                  positions in effect at the effective time of the Employment
                  Agreement;

                           (v) any change in the position to which the Employee
                  reports or the positions that report to the Employee at the
                  effective time of the Employment Agreement (reporting
                  relationships);

                           (vi) the assignment to the Employee of any duties
                  inconsistent in any respect with the Employee's position
                  (including status, offices, titles and reporting
                  relationships), authority, duties or responsibilities as in
                  effect at the effective time of the Employment Agreement, or
                  any other action by the Employers which results in a
                  diminution in such position, authority, duties or
                  responsibilities excluding an isolated, insubstantial and
                  inadvertent action not taken in bad faith and which is
                  remedied by the Employers promptly after receipt of notice
                  thereof given by the Employee;

                           (vii) the relocation of the Employee's office
                  location as assigned to him by the Employers, to a location
                  more than 25 miles from his office location at the effective
                  time of the Employment Agreement;

                           (viii) any purported termination by the Employers of
                  the Employee's employment otherwise than as expressly
                  permitted by Section 3(b) of this Agreement; and

                           (ix) any failure by the Employers to comply with and
                  satisfy the provisions of Section 6 hereof, or failure by any
                  successor (whether direct or indirect, by purchase, merger,
                  consolidation or otherwise) to all or substantially all of the
                  business and/or assets of the Employers to assume expressly
                  and agree to perform the Employment Agreement in the same
                  manner and to the same extent the Employers would be required
                  to perform it if no such succession had taken place, provided,
                  in either case, that the successor contemplated by Section 6
                  hereof has received, at least 10 days prior to the giving of
                  notice of constructive termination by the Employee, written
                  notice from the Employers or the Employee of the requirements
                  of the provisions of Section 6 or of such failure.

         For purposes of this Agreement any good faith determination of
         "Constructive Termination Without Cause" made by the Employee shall be
         conclusive.

                  SECTION 4. Compensation Following Termination.

                  (a) Death or Disability. If the Employment Period is
         terminated pursuant to the provisions of Section 3(a) above, this
         Agreement shall terminate, and no further compensation shall be
         payable to Employee except that Employee or Employee's estate, heirs or
         beneficiaries, as applicable, shall be entitled, in addition to any
         other benefits to which Employee is or may become entitled under any
         benefit plan, to receive Employee's then current basic compensation,
         plus an amount in lieu of bonus, which amount shall be determined as
         the average bonus received by Employee for the appropriate period
         (prorated for partial portions thereof) for the previous 24 months
         hereunder and all other benefits to which Employee would otherwise be
         entitled hereunder during the Employment Period for a period of 24
         months from the date the Employment Period terminates.


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                  (b) Termination for Cause or Voluntary Termination. If the
         Employment Period is terminated for Cause or voluntarily by the
         Employee for reasons other than those described in Section 3(a) or 3(d)
         above, no further compensation or benefits shall be paid to Employee
         after the date of termination, but Employee shall be entitled to
         receive benefits to which he is or may become entitled pursuant to any
         benefit plan.

                  (c) Termination Without Cause; Constructive Termination. If
         the Employment Period is terminated pursuant to Section 3(c) or 3(d)
         above, Employee shall be entitled to continue to receive from Employers
         his then current basic compensation hereunder, plus an amount in lieu
         of bonus, which amount shall be determined as the average bonus
         received by Employee for the appropriate period (prorated for partial
         portions thereof) for the previous 24 months, such amount to continue
         to be paid in accordance with the payroll practices of Employers for a
         period equal to the period remaining in the Employment Period
         immediately prior to such termination and Employee shall further be
         entitled during such period both to continue to receive the benefits to
         which he would otherwise be entitled during the Employment Period
         pursuant to Section 2(c) above and to reimbursement for expenses
         incurred by Employee to own and maintain an automobile as contemplated
         by Section 5 below. Such continuation of compensation, benefits and
         automobile expenses shall continue for the period described above
         notwithstanding any earlier death or reemployment of Employee.

                  SECTION 5. Expense Reimbursement. Upon the submission of
         properly documented expense account reports, Employers shall reimburse
         Employee for all reasonable business-related travel and entertainment
         expenses incurred by Employee in the course of his Employment with
         Employers and for expenses incurred by Employee to own and maintain an
         automobile.

                  SECTION 6. Assignability; Binding Nature. This Agreement shall
         be binding and inure to the benefit of the parties, and their
         respective successors, heirs (in the case of Employee) and assigns. No
         obligations of the Employers under this Agreement may be assigned
         or transferred by the Employers except that such obligations shall be
         assigned or transferred (as described below) pursuant to a merger or
         consolidation of Holdings in which Holdings is not the continuing
         entity, or the sale or liquidation of all or substantially all of the
         assets of the Employers, provided that the assignee or transferee is
         the surviving entity or successor to all or substantially all of the
         assets of the Employers and such assignee or transferee assumes the
         liabilities, obligations and duties of the Employers, as contained in
         this Agreement, either contractually or as a matter of law. As used in
         this Agreement, the "Employers" and "Holdings" shall mean the Employers
         and Holdings as hereinbefore defined, respectively, and any successor
         to their business and/or assets as aforesaid which assumes and agrees
         to perform this Agreement by operation of law, or otherwise.



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                  SECTION 7. Confidential Information.

                  (a) Non-Disclosure. During the Employment Period or at any
         time thereafter, irrespective of the time, manner or cause of the
         termination of this Agreement, Employee will not directly or indirectly
         reveal, divulge, disclose or communicate to any person or entity, other
         than authorized officers, directors and employees of the Employers, in
         any manner whatsoever, any Confidential Information (as hereinafter
         defined) of Employers or any subsidiary of Employers without the prior
         written consent of the Board.

                  (b) Definition. As used herein, "CONFIDENTIAL INFORMATION"
         means information disclosed to or known by Employee as a direct or
         indirect consequence of or through the Employment about Employers or
         any subsidiary of Employers, or their respective businesses, products
         and practices which information is not generally known in the business
         in which Employers or any subsidiary of Employers is or may be engaged.
         However, Confidential Information shall not include under any
         circumstances any information with respect to the foregoing matters
         which is (i) available to the public from a source other than Employee,
         (ii) released in writing by Employers to the public or to persons who
         are not under a similar obligation of confidentiality to Employers and
         who are not parties to this Agreement, (iii) obtained by Employee from
         a third party not under a similar obligation of confidentiality to
         Employers, (iv) required to be disclosed by any court process or any
         government or agency or department of any government, or (v) the
         subject of a written waiver executed by either Employers for the
         benefit of Employee.

                  (c) Return of Property. Upon termination of the Employment,
         Employee will surrender to Employers all Confidential Information,
         including without limitation, all lists, charts, schedules, reports,
         financial statements, books and records of the Employers or any
         subsidiary of the Employers, and all copies thereof, and all other
         property belonging to the Employers or any subsidiary of the Employers,
         provided Employee shall be accorded reasonable access to such
         Confidential Information subsequent to the Employment Period for any
         proper purpose as determined in the reasonable judgment of any of the
         Employers.



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                  SECTION 8. Agreement Not to Solicit Employees. Employee agrees
         that, for a period of three (3) years following the termination of the
         Employment Period, other than by Employers without Cause or as a result
         of the total disability of Employee or by Employee as a constructive
         termination, and only by reason of voluntary termination or termination
         for Cause, neither he nor any affiliate shall, on behalf of any
         business engaged in a business competitive with Employers or any
         subsidiary of Employers, solicit or induce, or in any manner attempt to
         solicit or induce, any person employed by, or any agent of, either of
         Employers or any subsidiary of Employers to terminate his employment or
         agency, as the case may be, with either of Employers or such
         subsidiary; provided that such limitations shall not apply if the
         contact with the Employee or consultant is initiated by a third party
         on a "blind basis" such as through a head hunter.

                  SECTION 9. No Violation. Employee hereby represents and
         warrants to Employers that the execution, delivery and performance of
         this Agreement by Employee does not, with or without the giving of
         notice or the passage of time, or both, conflict with, result in a
         default, right to accelerate or loss of rights under any provision of
         any agreement or understanding to which the Employee or, to the best
         knowledge of Employee, any of Employee's affiliates are a party or by
         which Employee, or to the best knowledge of Employee, Employee's
         affiliates may be bound or affected.

                  SECTION 10. Captions. The captions, headings and arrangements
         used in this Agreement are for convenience only and do not in any way
         affect, limit or amplify the provisions hereof.

                  SECTION 11. Notices. All notices required or permitted to be
         given hereunder shall be in writing and shall be deemed delivered,
         whether or not actually received, two days after deposited in the
         United States mail, postage prepaid, registered or certified mail,
         return receipt requested, addressed to the party to whom notice is
         being given at the specified address or at such other address as such
         party may designate by notice:

                  Employers:  Thermadyne Holdings Corporation
                              c/o DLJ Merchant Banking Partners II, L.P.
                              277 Park Avenue
                              New York, New York 10172
                              Attention: Peter T. Grauer
                              Fax: (212) 892-7272



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                             and

                             Thermadyne Holdings Corporation
                             101 South Hanley Road
                             St. Louis, Missouri 63105
                             Attention: James H. Tate and Stephanie N. Josephson
                             Fax:  (314) 746-2374

                             with a copy to:

                             Davis Polk & Wardwell
                             450 Lexington Avenue
                             New York, New York 10017
                             Attention: George R. Bason, Jr.
                             Fax:  (212)450-4800

                  Employee:  c/o Thermadyne Holdings Corporation
                             101 South Hanley Road
                             St. Louis, Missouri 63105

                  SECTION 12. Invalid Provisions. If any provision of this
         Agreement is held to be illegal, invalid or unenforceable under present
         or future laws, such provisions shall be fully severable, and this
         Agreement shall be construed and enforced as if such illegal, invalid
         or unenforceable provision had never comprised a part of this
         Agreement; the remaining provisions of this Agreement shall remain in
         full force and effect and shall not be affected by the illegal, invalid
         or unenforceable provision or by its severance for this Agreement. In
         lieu of each such illegal, invalid or unenforceable provision, there
         shall be added automatically as part of this Agreement a provision as
         similar in terms to such illegal, invalid or unenforceable provision as
         may be possible and be legal, valid and enforceable,

                  SECTION 13. Amendments. This Agreement may be amended in whole
         or in part only by an instrument in writing setting forth the
         particulars of such amendment and duly executed by an officer of
         Employers and by Employee.

                  SECTION 14. Waiver. No delay or omission by any party hereto
         to exercise any right or power hereunder shall impair such right or
         power to be construed as a waiver thereof. A waiver by any of the
         parties hereto of any of the covenants to be performed by any other
         party or any breach thereof shall not be construed to be a waiver of
         any succeeding breach thereof or of any other covenant herein
         contained. Except as otherwise expressly set forth herein, all remedies
         provided for in this Agreement shall be cumulative and in addition to
         and not in lieu of any other remedies available to any party at law, in
         equity or otherwise.





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                  SECTION 15. Counterparts. This Agreement may be executed in
         multiple counterparts, each of which shall constitute an original, and
         all of which together shall constitute one and the same Agreement.

                  SECTION 16. Governing Law. This Agreement shall be construed
         and enforced according to the laws of the State of Missouri.

                  SECTION 17. Payment Upon Death of Employee. In the event of
         the death of Employee during the term hereof, any unpaid payments due
         either prior to Employee's death or after Employee's death shall be
         payable as designated by Employee in writing to Employers. In the event
         of the death of all such persons so designated by Employee, either
         prior to the death of the Employee or during any time when payments are
         due as provided herein, or in the event Employee fails to so designate,
         or withdraws all such designations, said payments thereafter shall be
         made to the Employee or to Employee's estate.

                  SECTION 18. Prior Employment Agreement. This Agreement
         supersedes any and all other employment, change-in-control, severance
         or similar agreements between Employee and Employers.

                  IN WITNESS WHEREOF, the parties hereto have executed and
         delivered this Agreement as of the date first above written.

                                       EMPLOYERS:

                                       THERMADYNE HOLDINGS CORPORATION

                                       By /s/  JAMES H. TATE
                                         --------------------------------------
                                       Title
                                            -----------------------------------


                                       EMPLOYEE:

                                       /s/ MICHAEL E. MAHONEY
                                       ----------------------------------------
                                       Michael E. Mahoney



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