**Exhibit 10.23**

**AGREEMENT**

 

This****Agreement, dated August 27, 2004, is amongThermadyne Holdings Corporation, a Delaware corporation, its subsidiaries,(collectively the “**Company**”), and **James H. Tate**(“**Executive**”).

 

WITNESSETH:

 

WHEREAS, the Company andExecutive entered into an Executive Employment Agreement (the “**Employment Agreement**”) dated **June 13, 2002**, which among other things setforth the terms and conditions of Executive’s employment with the Company; and,

 

WHEREAS, the Company hascommenced a search to locate a suitable candidate for the position of ChiefFinancial Officer; and,

 

WHEREAS, Executive and theCompany desire to enter into the following Agreement in settlement andcancellation of all existing and prior agreements between them concerning Executive’semployment by the Company;

 

NOW THEREFORE, the partiesagree as follows:

 

1.             Resignation from Current Positions.  On the earlier of: 1) the date the Companyhires a new Chief Financial Officer, or 2) **November12, 2004** (which earlier date is hereinafter referred to as the “ResignationDate”), Executive shall cease to be Senior Vice President Chief FinancialOfficer, and cease to be an officer, or director of the Company.

 

2.             Appointment. On the Resignation Date, theExecutive shall be employed by Thermadyne Holdings Corporation in the positionof Financial Project Leader (“FPL”) for a period of one year, at which time theExecutive shall cease to be an employee of Thermadyne Holdings Corporation. Inthe position of FPL, Executive shall be available to the Company on an asneeded basis and shall perform reasonable tasks and projects as assigned by,and at the direction of, the Chief Executive Officer.  The last day of the one year assignment tothe position of FPL is referred to in this Agreement as the Termination Date.

 

3.             Announcement. (a) On the Resignation Date, the Company will announce Executive’sresignation from the positions described in Section 1 and appointment to theposition described in Section 2.  Neitherparty shall disclose the terms of this Agreement to any one other than, on aconfidential basis, his or its financial and legal advisors or, in Executive’scase, his family. The Company shall not disclose the terms within the Companyexcept to those who have a legitimate business reason or need to know.

 

(b)  The parties shall use his or its best effortsnot to make any statements or take any action that may be derogatory ordisparaging to the reputation of the other (or, in Executive’s case, to thereputation of any of the Company’s subsidiaries and affiliates).

 

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(c)  Nothing in this Agreement shall precludeeither party from truthful statements or disclosures that are required byapplicable law or regulation, or from taking any position or from disclosingthe terms of this Agreement in prosecuting or defending any judicial,administrative or arbitration proceeding arising hereunder.

 

(d)  If requested by the Executive, the ChiefExecutive Officer of the Company shall provide the Executive with a mutuallyagreeable positive letter of recommendation setting forth the dates ofExecutive’s employment, his duties, his voluntary resignation, and his positivecontributions to the Company.

 

4.  Compensation.  (a) In consideration for cancellation of theEmployment Agreement (except to the extent the provisions of the EmploymentAgreement are expressly preserved in this Agreement) and in consideration forany services rendered by the Executive prior to the Termination Date, theExecutive shall be entitled to compensation at the rate of $336,295 per year****(the “Cash Compensation”) through theTermination Date. The Cash Compensation will be paid in accordance with theCompany’s ordinary payroll practices.

 

(b)  Until the Resignation Date, the Executivewill continue to receive the following benefits accorded to him by the Employerprior to signing this Agreement: 1) medical and dental insurance; 2) lifeinsurance; 3) disability insurance; 4) country club reimbursement, 5) annualpersonal tax preparation, and 6) car allowance.

 

(c)  From the Resignation date through theTermination Date, the Executive will receive the following benefits accorded tohim by the Employer prior to the Resignation Date: 1) medical and dentalinsurance; 2) life insurance; 3) disability insurance; and 4) car allowance.   During this time, the Executive will notreceive a) country club reimbursement, or b) annual personal tax preparation.

 

(d)  The Termination Date will constitute a COBRAqualifying event.

 

5.  Offset:  Notwithstanding anything to the contraryherein, if the Executive should receive pay or benefits from any third partyfor his work or employment (whether as an employee, consultant, partner, orindependent contractor, but excluding pay or benefits for services provided asa member of any Board of Directors) performed between the Resignation Date andTermination Date,  then the amount ofCash Compensation and/or benefits paid to the Executive under this Agreementwill be offset by the same amount he is entitled to for such other work.

 

6.  Surviving Clauses:  Executive acknowledges that Sections 7(Confidential Information), Section 8 (Non-Compete), and Section 9(Non-Solicitation) of the Employment Agreement survive the termination of theEmployment Agreement and remain in full force and effect until the TerminationDate.** **Collectively,these provisions of the Employment Agreement are referred to herein as the “Restrictions”.

 

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7.  Return of Records; Intellectual Property;Cooperation.  Executive shall returnto the Company immediately all memoranda, books, papers, plans, information,letters and other data, and all copies thereof or therefrom, in any wayrelating to the business of the Company or any of its affiliates, except thathe may retain personal notes, notebooks and diaries.  Executive further agrees that he shall notretain or use for his account at any time any trade name, trademark, servicemark or other proprietary business designation used or owned in connection withthe business of the Company or any of its affiliates.

 

8.  Specific Performance and Other Remedies.  Executive acknowledges and agrees that theCompany has no adequate remedy at law for a breach or threatened breach byExecutive of any of the provisions of this Agreement and, in recognition ofthis fact, Executive agrees that, in the event of a breach or threatened breachby Executive of any provisions hereof, in addition to any remedies at law, theCompany, without posting any bond, shall be entitled to obtain equitable reliefin the form of specific performance, temporary restraining order, temporary orpermanent injunction or any other equitable remedy which may then beavailable.  Nothing in this Agreementshall be construed as prohibiting the Company from pursuing any other remediesat law or in equity that it may have or any other rights that it may have underthe Restrictions.

 

9.  Release; Indemnification.  **The partiesagree that the Executive has twenty-one (21) days to consider the meaning andeffect of this Agreement and has been advised to consult with an attorney priorto executing this Agreement.  The partiesagree that the Executive has seven days after signing this Release to notifythe Company of his intention to revoke this Agreement.**Inconsideration of the foregoing agreements, and except for those obligationscreated by, or expressly assumed or retained in, this Agreement, the Companyand Executive hereby agree to and do fully and completely release, dischargeand waive any and all claims, complaints, causes of action; actions, suits,debts, sums of money, contracts, controversies, agreements, promises, ordemands of whatever kind, in law or in equity, which either such party everhad, now has or which such party, such party’s heirs, executors oradministrators may have against each other and their respective successors andassigns, and (in the case of the Company and its subsidiaries, affiliates,predecessors, successors and assigns) each and all of their officers,directors, partners, associates, agents, shareholders and employees by reasonof any event, matter, cause or thing which has occurred to the date ofexecution of this Agreement (hereinafter “Claims”).  Executive understands and accepts that thisAgreement specifically covers, but is not limited to, any and all Claims whichExecutive has or may otherwise have against the Company relating in any way tocompensation, or to any other terms, conditions or circumstances of Executive’semployment with the Company and to his termination of such employment ascontemplated hereby, whether for severance or based on statutory or common lawclaims for employment discrimination (including any claims under the AgeDiscrimination in Employment Act), wrongful discharge, breach of contract orany other theory, whether legal or equitable. Similarly, Company is acknowledging that it understands and accepts thatpursuant to this Agreement, it is giving Executive a full release from anyclaims Company may have against him, except for Executive’s obligations underthis Agreement.  Notwithstanding theforegoing, in no event shall Executive be deemed by

 

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this Section to have released any rights or claims Executive may havefor payments or benefits under this Agreement, including pursuant to anybenefit program or policy under which rights are created or prescribed by thisAgreement.  Executive shall continue tobe entitled to indemnification from the Company to the fullest extent permittedunder the Company’s bylaws and charter and in accordance with Delaware law.

 

10.  Miscellaneous.

 

(a)  Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Missouri withoutreference to principles of conflict of laws.

 

(b)  Entire Agreement/Amendments.  This Agreement contains the entireunderstanding of the parties hereto with respect to the subject matter hereofand supersedes in their entirety any and all prior understandings andagreements between the parties with respect thereto, whether written or oral,including without limitation the Employment Agreement, except as to theRestrictions.  This Agreement may not bechanged, modified or discharged except by a written agreement signed by theparties hereto.

 

(c)  No Waiver.  The failure of a party to insist upon strictadherence to any term of this Agreement on any occasion shall not be considereda waiver of such party’s rights or deprive such party of the right thereafterto insist upon strict adherence to that term or any other term of thisAgreement.  Any such waiver must be inwriting and signed by Executive or an authorized officer of the Company, as thecase may be.

 

(d)  Severability.  It is expressly understood and agreed thatalthough Executive and the Company consider the Restrictions to be reasonable,if a final judicial determination is made by a court of competent jurisdictionthat the time or territory restriction in the Restrictions is an unenforceablerestriction against Executive, such provision shall not be rendered void butshall be deemed amended to apply to such maximum time and territory, ifapplicable, or otherwise to such maximum extent as such court may judiciallydetermine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any ofthe Restrictions is unenforceable, and such restriction cannot be amended so asto make it enforceable, such finding shall not affect the enforceability of anyof the other restrictions contained herein. If any one or more of the other provisions of this Agreement shall be orbecome invalid, illegal or unenforceable in any respect, the validity, legalityand enforceability of the remaining provisions of this Agreement shall not beaffected thereby.

 

(e)  Assignment.  This Agreement shall not be assignable byExecutive and shall be assignable by the Company only pursuant to a merger orconsolidation in which the Company is not the continuing entity, or the sale orliquidation of all or substantially all of the assets of the Company.  The Company’s obligations to pay Executiveshall be binding upon any purchaser of substantially all of its assets as wellas to any entity into which the Company is merged. No rights or obligations ofExecutive under this

 

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Agreement may be assigned or transferred by Executive other than hisrights to compensation and benefits, which may be transferred only by will oroperation of law.

 

(f)  Successors; Binding Agreement; Third PartyBeneficiaries.  This Agreement shallinure to the benefit of and be binding upon personal or legal representatives,executors, administrators, successors, heirs, devisees and legatees of theparties hereto.

 

(g)  Non-Admission.  By executing this Agreement, neitherExecutive nor Company is admitting to any wrong-doing, nor addressing whetherthe Company has  “cause,” as defined inExecutive’s Employment Agreement to terminate Executive’s employment.

 

(h)  Communications.  For the purpose of this Agreement, noticesand all other communications provided for in this Agreement shall be in writingand shall be deemed to have been duly given when delivered or two business daysafter being mailed by United States registered mail, return receipt requested,postage prepaid, addressed to the respective addresses set forth on theexecution page of this Agreement*, provided*that all notices to the Company shall be directed to the attention of theGeneral Counsel of the Company or to such other address as either party mayhave furnished to the other in writing in accordance herewith, except thatnotice of change of address shall be effective only upon receipt.

 

(i)  Withholding.  The Company may withhold from any and allamounts payable under this Agreement such Federal, state and local taxes as maybe required to be withheld pursuant to any applicable law or regulation.

 

(j)  Survivorship.  The respective rights and obligations of theparties hereunder shall survive to the extent necessary to the agreedpreservation of such rights and obligations.

 

(k)  Acknowledgment.  Executive hereby acknowledges that he hascarefully read this Agreement, fully understands and accepts all of itsprovisions and signs it voluntarily of his own free will.  Executive further acknowledges that he hasbeen provided a full opportunity to review and reflect on the terms of thisAgreement and to seek the advice of legal counsel of his choice.

 

(l)  Capitalized Terms.  Capitalized terms not otherwise definedherein shall have meanings given such terms in the Employment Agreement.

 

(m)  Counterparts.  This Agreement may be signed in counterparts,each of which shall be an original, with the same effect as if the signaturesthereto and hereto were upon the same instrument.

 

(n)  Headings.  The headings of the sections contained inthis Agreement are for convenience only and shall not be deemed to control oraffect the meaning or construction of any provision of this Agreement.

 

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|   | James H. Tate          |
|--------|------------------------|
|   |                   |
|   |                   |
|   | \s\ James H. Tate      |
|   | Address of Executive:  |
|   | 17605 Lasiandra Drive  |
|   | Chesterfield, MO 63005 |

 

**EMPLOYERS:**

 
|   | **Thermadyne Holdings Corporation** |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 | \s\ Paul D. Melnuk |
|   |                                | Paul D. Melnuk |
|   | Title:                              | Chief Executive Officer |
|   |                                |
|   |                                |
|   | **Thermadyne Industries, Inc.**     |
|   |                                |
|   |                                |
|   | By:                                 | \s\ Paul D. Melnuk |
|   |                                | Paul D. Melnuk |
|   | Title:                              | Chief Executive Officer |
|   |                                |
|   |                                |
|   | **Victor Equipment Company**        |
|   |                                |
|   |                                |
|   | By:                                 | \s\ Paul D. Melnuk |
|   |                                | Paul D. Melnuk |
|   | Title:                              | Chief Executive Officer |
|   |                                |
|   |                                |
|   | **Thermadyne International Corp.**  |
|   |                                |
|   |                                |
|   | By:                                 | \s\ Paul D. Melnuk |
|   |                                | Paul D. Melnuk |
|   | Title:                              | Chief Executive Officer |

 

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|   | **Tweco Products, Inc.**          |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               | \s\ Paul D. Melnuk |
|   |                              | Paul D. Melnuk |
|   | Title:                            | Chief Executive Officer |
|   |                              |
|   |                              |
|   | **Thermal Dynamics Corp.**        |
|   |                              |
|   |                              |
|   | By:                               | \s\ Paul D. Melnuk |
|   |                              | Paul D. Melnuk |
|   | Title:                            | Chief Executive Officer |
|   |                              |
|   |                              |
|   | **Stoody Company**                |
|   |                              |
|   |                              |
|   | By:                               | \s\ Paul D. Melnuk |
|   |                              | Paul D. Melnuk |
|   | Title:                            | Chief Executive Officer |
|   |                              |
|   |                              |
|   | **Thermal Arc, Inc.**             |
|   |                              |
|   |                              |
|   | By:                               | \s\ Paul D. Melnuk |
|   |                              | Paul D. Melnuk |
|   | Title:                            | Chief Executive Officer |
|   |                              |
|   |                              |
|   | **C&G Systems Holding, Inc.** |
|   |                              |
|   |                              |
|   | By:                               | \s\ Paul D. Melnuk |
|   |                              | Paul D. Melnuk |
|   | Title:                            | Chief Executive Officer |
|   |                              |
|   | ** **                        |
|   | **C&G Systems, Inc.**         |
|   | ** **                        |
|   |                              |
|   | By:                               | \s\ Paul D. Melnuk |
|   |                              | Paul D. Melnuk |
|   | Title:                            | Chief Executive Officer |

 

----

 
|   | **Thermadyne Italia, Srl.**              |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By:                                      | \s\ Paul D. Melnuk |
|   |                                     | Paul D. Melnuk |
|   | Title:                                   | Chief Executive Officer |
|   |                                     |
|   |                                     |
|   | **Thermadyne Australia Pty Ltd**.        |
|   |                                     |
|   |                                     |
|   | By:                                      | \s\ Paul D. Melnuk |
|   |                                     | Paul D. Melnuk |
|   | Title:                                   | Chief Executive Officer |
|   |                                     |
|   |                                     |
|   | **Thermadyne Asia/Pacific Pte Ltd.**     |
|   |                                     |
|   |                                     |
|   | By:                                      | \s\ Paul D. Melnuk |
|   |                                     | Paul D. Melnuk |
|   | Title:                                   | Chief Executive Officer |
|   |                                     |
|   |                                     |
|   | **Thermadyne Japan, Ltd.**               |
|   |                                     |
|   |                                     |
|   | By:                                      | \s\ Paul D. Melnuk |
|   |                                     | Paul D. Melnuk |
|   | Title:                                   | Chief Executive Officer |
|   |                                     |
|   |                                     |
|   | **Palco Trading Company**                |
|   |                                     |
|   |                                     |
|   | By:                                      | \s\ Paul D. Melnuk |
|   |                                     | Paul D. Melnuk |
|   | Title:                                   | Chief Executive Officer |
|   |                                     |
|   | ** **                               |
|   | **Thermadyne Foreign Sales Corporation** |
|   | ** **                               |
|   |                                     |
|   | By:                                      | \s\ Paul D. Melnuk |
|   |                                     | Paul D. Melnuk |
|   | Title:                                   | Chief Executive Officer |

 

----

 
|   | **Thermadyne South America Holdings, Ltd.** |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | \s\ Paul D. Melnuk |
|   |                                        | Paul D. Melnuk |
|   | Title:                                      | Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | **Thermadyne South Africa (Pty) Ltd.**      |
|   |                                        |
|   |                                        |
|   | By:                                         | \s\ Paul D. Melnuk |
|   |                                        | Paul D. Melnuk |
|   | Title:                                      | Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | **Maxweld & Braze (Pty) Ltd.**          |
|   |                                        |
|   |                                        |
|   | By:                                         | \s\ Paul D. Melnuk |
|   |                                        | Paul D. Melnuk |
|   | Title:                                      | Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | **GenSet S.p.A.**                           |
|   |                                        |
|   |                                        |
|   | By:                                         | \s\ Paul D. Melnuk |
|   |                                        | Paul D. Melnuk |
|   | Title:                                      | Chief Executive Officer |
|   |                                        |
|   |                                        |
|   | **Tecmo Srl**                               |
|   |                                        |
|   |                                        |
|   | By:                                         | \s\ Paul D. Melnuk |
|   |                                        | Paul D. Melnuk |
|   | Title:                                      | Chief Executive Officer |
|   |                                        |
|   | ** **                                  |
|   | **Ocim Srl**                                |
|   | ** **                                  |
|   |                                        |
|   | By:                                         | \s\ Paul D. Melnuk |
|   |                                        | Paul D. Melnuk |
|   | Title:                                      | Chief Executive Officer |

 

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|   | **Tec Mo Cut Srl**          |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         | \s\ Paul D. Melnuk |
|   |                        | Paul D. Melnuk |
|   | Title:                      | Chief Executive Officer |
|   |                        |
|   |                        |
|   | **Tec Mo Control Srl**      |
|   |                        |
|   |                        |
|   | By:                         | \s\ Paul D. Melnuk |
|   |                        | Paul D. Melnuk |
|   | Title:                      | Chief Executive Officer |
|   |                        |
|   |                        |
|   | **BBM Srl**                 |
|   |                        |
|   |                        |
|   | By:                         | \s\ Paul D. Melnuk |
|   |                        | Paul D. Melnuk |
|   | Title:                      | Chief Executive Officer |
|   |                        |
|   |                        |
|   | **Duxtech Pty. Ltd.**       |
|   |                        |
|   |                        |
|   | By:                         | \s\ Paul D. Melnuk |
|   |                        | Paul D. Melnuk |
|   | Title:                      | Chief Executive Officer |
|   |                        |
|   |                        |
|   | **Cigweld Group Pty. Ltd.** |
|   |                        |
|   |                        |
|   | By:                         | \s\ Paul D. Melnuk |
|   |                        | Paul D. Melnuk |
|   | Title:                      | Chief Executive Officer |
|   |                        |
|   | ** **                  |
|   | **Quetala Pty. Ltd.**       |
|   | ** **                  |
|   |                        |
|   | By:                         | \s\ Paul D. Melnuk |
|   |                        | Paul D. Melnuk |
|   | Title:                      | Chief Executive Officer |

 

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|   | **Quetack Pty. Ltd.**                |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | By:                                  | \s\ Paul D. Melnuk |
|   |                                 | Paul D. Melnuk |
|   | Title:                               | Chief Executive Officer |
|   |                                 |
|   |                                 |
|   | **Quetala Unit Trust**               |
|   |                                 |
|   |                                 |
|   | By:                                  | \s\ Paul D. Melnuk |
|   |                                 | Paul D. Melnuk |
|   | Title:                               | Chief Executive Officer |
|   |                                 |
|   |                                 |
|   | **Thermadyne Brazil Holdings, Ltd.** |
|   |                                 |
|   |                                 |
|   | By:                                  | \s\ Paul D. Melnuk |
|   |                                 | Paul D. Melnuk |
|   | Title:                               | Chief Executive Officer |
|   |                                 |
|   |                                 |
|   | **Thermadyne Victor Ltda.**          |
|   |                                 |
|   |                                 |
|   | By:                                  | \s\ Paul D. Melnuk |
|   |                                 | Paul D. Melnuk |
|   | Title:                               | Chief Executive Officer |
|   |                                 |
|   |                                 |
|   | **Thermadyne Chile Holdings, Ltd**   |
|   |                                 |
|   |                                 |
|   | By:                                  | \s\ Paul D. Melnuk |
|   |                                 | Paul D. Melnuk |
|   | Title:                               | Chief Executive Officer |
|   |                                 |
|   | ** **                           |
|   | **Soltec SA**                        |
|   | ** **                           |
|   |                                 |
|   | By:                                  | \s\ Paul D. Melnuk |
|   |                                 | Paul D. Melnuk |
|   | Title:                               | Chief Executive Officer |

 

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|   | **Meltalservice  S.A.**          |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **Thermadyne do Brasil Ltda.**   |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **Thermadyne Industries Ltd.**   |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **Thermadyne Cylinder Co.**      |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **Canadian Cylinder Company**    |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   | ** **                       |
|   | **Thermadyne Receivables, Inc.** |
|   | ** **                       |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |

 

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|   | **MECO Holding Company**                     |
|--------|----------------------------------------------|
|   |                                         |
|   |                                         |
|   | By:                                          | \s\ Paul D. Melnuk |
|   |                                         | Paul D. Melnuk |
|   | Title:                                       | Chief Executive Officer |
|   |                                         |
|   |                                         |
|   | **Protip Corporation**                       |
|   |                                         |
|   |                                         |
|   | By:                                          | \s\ Paul D. Melnuk |
|   |                                         | Paul D. Melnuk |
|   | Title:                                       | Chief Executive Officer |
|   |                                         |
|   |                                         |
|   | **Thermadyne Welding Products Canada, Ltd.** |
|   |                                         |
|   |                                         |
|   | By:                                          | \s\ Paul D. Melnuk |
|   |                                         | Paul D. Melnuk |
|   | Title:                                       | Chief Executive Officer |
|   |                                         |
|   |                                         |
|   | **Thermadyne de Mexico S.A. de C.V.**        |
|   |                                         |
|   |                                         |
|   | By:                                          | \s\ Paul D. Melnuk |
|   |                                         | Paul D. Melnuk |
|   | Title:                                       | Chief Executive Officer |
|   |                                         |
|   |                                         |
|   | **Tweco de Mexico S.A. de C.V.**             |
|   |                                         |
|   |                                         |
|   | By:                                          | \s\ Paul D. Melnuk |
|   |                                         | Paul D. Melnuk |
|   | Title:                                       | Chief Executive Officer |
|   |                                         |
|   | ** **                                   |
|   | **Victor Equipment de Mexico S.A. de C.V.**  |
|   | ** **                                   |
|   |                                         |
|   | By:                                          | \s\ Paul D. Melnuk |
|   |                                         | Paul D. Melnuk |
|   | Title:                                       | Chief Executive Officer |

 

----

 
|   | **Cigweld Group Pty. Ltd.**            |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    | \s\ Paul D. Melnuk |
|   |                                   | Paul D. Melnuk |
|   | Title:                                 | Chief Executive Officer |
|   |                                   |
|   |                                   |
|   | **Philippine Welding Equipment, Inc.** |
|   |                                   |
|   |                                   |
|   | By:                                    | \s\ Paul D. Melnuk |
|   |                                   | Paul D. Melnuk |
|   | Title:                                 | Chief Executive Officer |
|   |                                   |
|   |                                   |
|   | **Cigweld Property Holdings, Inc.**    |
|   |                                   |
|   |                                   |
|   | By:                                    | \s\ Paul D. Melnuk |
|   |                                   | Paul D. Melnuk |
|   | Title:                                 | Chief Executive Officer |
|   |                                   |
|   |                                   |
|   | **Thermal Arc Phils, Inc.**            |
|   |                                   |
|   |                                   |
|   | By:                                    | \s\ Paul D. Melnuk |
|   |                                   | Paul D. Melnuk |
|   | Title:                                 | Chief Executive Officer |
|   |                                   |
|   |                                   |
|   | **Cigweld Philippines, Inc.**          |
|   |                                   |
|   |                                   |
|   | By:                                    | \s\ Paul D. Melnuk |
|   |                                   | Paul D. Melnuk |
|   | Title:                                 | Chief Executive Officer |
|   |                                   |
|   | ** **                             |
|   | **Thermadyne Asia SDN BHD**            |
|   | ** **                             |
|   |                                   |
|   | By:                                    | \s\ Paul D. Melnuk |
|   |                                   | Paul D. Melnuk |
|   | Title:                                 | Chief Executive Officer |

 

----

 
|   | **Thermadyne Korea Ltd.**        |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **PT Thermadyne Utama**          |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **PT Cigweld Indonesia**         |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **Thermadyne Hong Kong Ltd.**    |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   |                             |
|   | **Cigweld Malaysia SDN**         |
|   |                             |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |
|   |                             |
|   | ** **                       |
|   | **Thermadyne Thailand Co. Ltd.** |
|   | ** **                       |
|   |                             |
|   | By:                              | \s\ Paul D. Melnuk |
|   |                             | Paul D. Melnuk |
|   | Title:                           | Chief Executive Officer |

 

----