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                                                                 EXHIBIT 10.20


                                   AGREEMENT


                 THIS AGREEMENT, made and entered into as of the 19th day of
July, 1996 by and between THERMADYNE HOLDINGS CORPORATION, a Delaware
corporation with its principal office located in St. Louis, Missouri (together
with its successors and assigns permitted under this Agreement, the "Company"),
and John D. McCulloch, who resides at 1503 Wildhorse  Parkway Drive,
Chesterfield, Missouri 63005 (the "Executive").


                              W I T N E S S E T H:

                 WHEREAS, the Board of Directors of the Company has determined
that it would be in the best interests of the Company to provide for certain
benefits to the Executive in the event of certain terminations of employment,
upon the terms and conditions provided in this Agreement (the "Agreement");

                 WHEREAS, the Company may request that the Executive be
employed by the Company or one or more of its Subsidiaries; and

                 WHEREAS, the Company is entering into this Agreement by and on
behalf of itself and its Subsidiaries.

                 NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive
(individually a "Party" and together the "Parties") agree as follows:

         1.      Definitions:

                 (a)      "Annual Compensation" shall mean (I) plus (II), where
         (I) is the greater of Base Salary in effect on June 30, 1996 or Base
         Salary in effect on the date of a Change in Control and (II) is the
         greater of the Executive's target bonus for the fiscal year in which
         the Change in Control occurs or the average of the annual bonus (in
         either case, where applicable, a Bonus) payable with respect to the
         two fiscal years immediately preceding a Change in Control.

                 (b)      "Base Salary" shall mean the Executive's annualized
         base rate of pay with the Company.
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                 (c)      "Beneficiary" shall mean the person or persons named
         by the Executive pursuant to Section 12 hereof or, in the
         event no such person is named or survives the Executive, his
         estate.

                 (d)      "Board" shall mean the Board of Directors of the
         Company.

                 (e)      "Cause" shall mean:

                          (I)     dishonesty by Executive which results in
                 substantial personal enrichment at the expense of the Company;
                 or

                          (II)    demonstratively willful repeated violations
                 of Executive's obligations under this Agreement which are
                 intended to result in material injury to the Company.

                 (f)      "Change in Control" shall mean any of (I) any
         "person", within the meaning of Section 13(d)(3) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), other than any
         employee or Subsidiary of the Company or any employee benefit plan (or
         related trust) becomes the beneficial owner (within the meaning of
         Rule 13d-3 promulgated under the Exchange Act) of securities of the
         Company representing 30% or more of the combined voting power of the
         Company's then outstanding voting securities; (II) the Company is
         merged or consolidated with another person and as a result of such
         merger or consolidation less than 70% of the outstanding voting
         securities of the surviving or resulting person or parent thereof
         shall then be owned in the aggregate by the stockholders of the
         Company immediately prior to such merger or consolidation; (III) at
         any time after June 30, 1996, individuals who constituted the Board of
         Directors on such date (including, for this purpose, any new director
         whose election or nomination for election by the Company's
         stockholders was approved by a vote of at least three-fourths of the
         directors in office on such date) cease for any reason to constitute
         at least a majority of the Board of Directors; (IV) the consummation
         of a sale of substantially all of the assets of the Company; or (V)
         the Company's adoption of a plan of liquidation.  A Change in Control
         shall also include any series of transactions occurring during the
         term of this Agreement which result in any of the changes described
         above.

                 (g)      "Confidential Information" shall mean information
         about the Company or any of its Subsidiaries or their respective
         businesses, products and practices, disclosed to or known or obtained
         by Executive as a direct or indirect consequence of or through the
         Executive's employment with the Company, which information is not
         generally known in the business in which the Company or such
         Subsidiaries are 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 the Executive, (II) released in writing





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         by the Company to the public or to persons who are not under a similar
         obligation of confidentiality to the Company and who are not parties
         to this Agreement, (III) obtained by the Company from a third party
         not under a similar obligation of confidentiality to the Company, (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 the Company for the benefit of the
         Executive.

                 (h)      "Constructive Termination Without Cause" shall mean a
         termination of the Executive's employment at his initiative as
         provided in Section 2 following the occurrence, without the
         Executive's prior written consent, of one or more of the following
         events:

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

                          (II)    any reduction in any form of compensation,
                 fringe benefit, deferred compensation plan or perquisite
                 applicable to the Executive immediately prior to a Change in
                 Control, including any reduction in salary or any reduction in
                 bonus to less than the average of such bonus for the two
                 fiscal years immediately preceding a Change in Control;

                          (III)   the loss of any of the Executive's titles or
                 positions in effect at the time of a Change in Control;

                          (IV)    any change in the position to which the
                 Executive reports or the positions that report to the
                 Executive at the time of a Change in Control (reporting
                 relationships);

                          (V)     the assignment to the Executive of any duties
                 inconsistent in any respect with the Executive's position
                 (including status, offices, titles and reporting
                 relationships), authority, duties or responsibilities as in
                 effect on the date of a Change in Control, or any other action
                 by the Company 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 Company promptly after receipt of
                 notice thereof given by the Executive;





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                          (VI)    the relocation of the Executive's office
                 location as assigned to him by the Company, to a location more
                 than 25 miles from his office location at the time of a Change
                 in Control;

                          (VII)   any purported termination by the Company of
                 the Executive's employment otherwise than as expressly
                 permitted by this Agreement for Cause;

                          (VIII)  any failure by the Company to comply with and
                 satisfy Section 7 of this Agreement, provided that the
                 successor contemplated by Section 7 has received, at least 10
                 days prior to the giving of notice of constructive termination
                 by the Executive, written notice from the Company or the
                 Executive of the requirements of Section 7 of the Agreement.

         For purposes of this Section 1(h), any good faith determination of
         "Constructive Termination Without Cause" made by the Executive shall
         be conclusive.

                 (i)      "Effective Date" shall mean July 19, 1996.

                 (j)      "Initial Term" shall mean the two-year period
         commencing on the Effective Date.

                 (k)      "Subsidiary" shall mean any corporation in which the
         Company either (I) controls more than 50% of the voting power of all
         securities of such corporation or (II) owns more than 50% of the total
         value of all equity securities of such corporation.

                 (l)      "Termination Benefits" shall mean:

                          (I)     an amount equal to the product of (A) Annual
                 Compensation times (B) 1.1823;

                          (II)    immediate vesting and exercisability of all
                 of the Executive's options to purchase securities of the
                 Company outstanding at the time of the Executive's termination
                 without Cause or Constructive Termination Without Cause,
                 notwithstanding any contrary provisions of such options or any
                 plans pursuant to which they are granted; and

                          (III)   at Executive's election, and subject to
                 Executive's payment on a monthly basis of the applicable
                 premiums set forth on Schedule A, continued medical, dental
                 and life insurance coverage in





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                 each case for two years following the date of the Executive's
                 termination without Cause or Constructive Termination Without
                 Cause as though the Executive's employment were continued in
                 effect during such time and without regard to any benefit
                 reductions implemented after the date of such termination;
                 provided that Executive may elect to receive one or more of
                 such coverages and not the others.

         If the excise tax imposed by Section 4999 of the Internal Revenue Code
         of 1986, as amended (the "Code"), would otherwise be imposed with
         respect to any payments in the nature of compensation made pursuant to
         this Agreement or otherwise, and if a reduction of such payments would
         yield a greater after-tax benefit to the Executive, then such payments
         shall be reduced in the manner and order specified by the Executive in
         order that the Executive receive a greater after-tax benefit by reason
         of elimination of an amount of such payment sufficient to avoid the
         excise tax.  A final determination as to the amount of the Termination
         Benefit payment set forth in subsection (I) above, the value of the
         other Termination Benefits and the excise tax under Section 4999 of
         the Code, as well as any reduction thereof shall be contingent upon
         the express approval of the Executive, which approval shall not be
         unreasonably withheld.  Executive's approval shall not be treated as
         unreasonably withheld if counsel of Executive's selection advises that
         the proposed reduction of such payments would not clearly result in an
         increase in the after-tax benefit to Executive.

                 (m)      "Term" shall mean the term of this Agreement as
         described in Section 19.

         2.      Events Triggering Termination Benefits:  In the event, within
three years following a Change in Control occurring during the Initial Term,
the Executive's employment is terminated by the Company without Cause or there
is a Constructive Termination Without Cause, then the Executive shall be
entitled to receive the Termination Benefits.  The Termination Benefit
described in Section 1(l)(I) shall be paid immediately upon such termination in
a cash lump sum.  The failure of the Executive to effect a Constructive
Termination Without Cause as to any one event described in Section 1(h) shall
not affect his entitlement to effect a Constructive Termination Without Cause
as to any other such event.

         3.      No Mitigation; No Offset:  In the event of a termination of
employment under Section 2 of this Agreement, the Executive shall be under no
obligation to seek other employment, and there shall be no offset against the
Termination Benefits due the Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that he may obtain.





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         4.      Consulting After Termination of Employment:   In the event of
terminationof Executive's employment under circumstances entitling Executive to
receive the Termination Benefits as described in Section 2, Executive agrees to
provide consulting services to the Company in accordance with the provisions of
this Section 4.  The term of such consulting services shall be eighteen months.
For this eighteen months of consulting, the Company shall pay Executive $9,535
per month, in advance.  In consideration of such payments, the Executive shall
be obligated to provide up to, but not more than, seventy days for this
eighteen-month term.  Payments described in this Section 4 shall be made to the
Executive whether or not the Company calls upon Executive to render any
consulting services.  The consulting services required of Executive pursuant to
this Agreement shall be with respect to those matters and in the areas of
expertise that were within the scope of Executive's employment pursuant to this
Agreement and Executive shall not be required to perform services not fairly
comprehended as within the scope of services as herein defined.  Any request by
Company to Executive to render consulting services shall be upon a reasonable
advance notice and the Company shall exercise such call in good faith in order
to minimize interference with Executive's other duties, responsibilities or
endeavors.  In preparation for and while performing consulting services at the
request of the Company, Executive shall be reimbursed for all reasonable
expenses incurred, promptly upon presentation of documentation thereof to the
Company; provided, however, that Company shall advance to Executive at his
request, subject to the Executive's obligation to subsequently submit the
appropriate documentation, advances to cover anticipated travel expenses,
including transportation and hotel, for travel requested by the Company.  While
serving as a consultant, Executive shall be provided indemnification and
insurance with respect to his efforts substantially in accordance with that
provided under Section 5 hereof, determined as if Executive, in performing the
consulting services, had been an employee of the Company.

         5.      Indemnification/Insurance:

                 (a)      The Company agrees to indemnify the Executive to the
         fullest extent permitted by applicable law consistent with the
         Company's Certificate of Incorporation in effect as of the Effective
         Date with respect to any acts or non-acts he may have committed during
         the period during which he was an officer, director and/or employee of
         the Company or any Subsidiary thereof, or of any other entity of which
         he served as an officer, director or employee at the request of the
         Company.

                 (b)      The Company agrees to obtain a directors' and
         officers' liability insurance policy covering the Executive and to
         continue and maintain such policy.

The amount of coverage provided for Executive shall be reasonable in relation
to the Executive's position and responsibilities during his employment during
the Term.





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                 (c)      The obligations of the Company as set forth in parts
         (a) and (b) of this Section shall survive the Executive's termination
         of employment and any termination of this Agreement (whether such
         termination is by the Company, by the Executive, upon the expiration
         of this Agreement or otherwise) with respect to any acts or omissions
         that occurred prior to the Executive's termination of employment or
         termination of this Agreement.

         6.      Effects of Agreement on Other Benefits and Rights of
Executive:  Nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies.  Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its affiliated companies at or subsequent to any termination pursuant to
Section 2 shall be payable in accordance with such plan, policy, practice or
program or contract or agreement except as explicitly modified by this
Agreement.

         7.      Assignability; Binding Nature:  This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective
successors, heirs (in the case of the Executive) and assigns.  No obligations
of the Company under this Agreement may be assigned or transferred by the
Company except that such obligations shall be assigned or transferred (as
described below) pursuant to a merger or consolidation in which the Company is
not the continuing entity, or the sale or liquidation of all or substantially
all of the assets of the Company, provided that the assignee or transferee is
the surviving entity or successor to all or substantially all of the assets of
the Company and such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law.  The Company will require 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 Company to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent  Company would be required to perform it if no such succession
had taken place.  As used in this Agreement, "Company" shall mean the Company
as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

         8.      Representation:  The Company presents and warrants that it is
fully authorized and empowered to enter into this Agreement and that the
performance of its obligations under this Agreement will not violate any
agreement between the Company and any other person or entity.

         9.      Entire Agreement:  Except to the extent otherwise provided
herein, this Agreement contains the entire understanding and agreement between
the Parties concerning the subject matter hereof and supersedes any prior
agreement.





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         10.     Amendment or Waiver:  No provision in this Agreement may be
amended unless such amendment is agreed to in writing and signed by both the
Executive and an authorized officer of the Company.  No waiver by either Party
of any breach by the other Party of any condition or provision contained in
this Agreement to be performed by such other Party shall be deemed a waiver of
a similar or dissimilar condition or provision at the same or any prior or
subsequent time.  Any waiver must be in writing and signed by the Executive or
an authorized representative of the Company, as the case may be.

         11.     Severability:  In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.

         12.     Beneficiaries/References:  The Executive shall be entitled to
select (and change, to the extent permitted under any applicable law) a
beneficiary or beneficiaries to receive any compensation or benefit payable
hereunder following the Executive's death by giving the Company written notice
thereof.  In the event of the Executive's death or a judicial determination of
his incompetence, reference in this Agreement to the Executive shall be deemed,
where appropriate, to refer to his beneficiary, estate or other legal
representative.

         13.     Governing Law/Jurisdiction:  This Agreement shall be governed
by and construed and interpreted in accordance with the laws of Missouri
without reference to principles of conflict of laws.

         14.     Disputes:

                 (a)      All costs, fees and expenses including attorney fees,
         of any arbitration or litigation in connection with this Agreement
         which results in any decision or settlement requiring the Company to
         make a payment to the Executive, including, without limitation,
         attorneys' fees of both the Executive and the Company, shall be borne
         by, and be the obligation of, the Company.  In no event shall the
         Executive be required to reimburse the Company for any of the costs or
         expenses, including attorney's fees, incurred by the Company relating
         to arbitration or litigation.  The obligation of the Company under
         this Section 14 shall survive the termination for any reason of this
         Agreement (whether such termination is by the Company, by the
         Executive, upon the expiration of this Agreement or otherwise).

                 (b)      In the event that any person asserts that any of the
         payments or benefits provided to or in respect of Executive pursuant
         to this Agreement or otherwise, by or on behalf of the Company, are
         subject to excise taxes under Section 4999 of the Code, the Company
         shall assume the cost of dispute with such person incurred by or on
         behalf of the Executive until such time as Executive agrees, which
         agreement shall not be unreasonably withheld, that pursuit of that
         dispute is not prudent.





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                 (c)      Pending the outcome or resolution of any litigation
         or arbitration, the Company shall continue payment of all amounts due
         the Executive without regard to any dispute.

         15.     Notices:  Any notice given to either Party shall be in writing
and shall be deemed to have been given when delivered personally or sent by
certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the Party concerned at the address indicated below or to such
changed address as such Party may subsequently give such notice of:

                 If to the Company or the Board:

                                  Thermadyne Holdings Corporation
                                  101 South Hanley Road
                                  St. Louis, Missouri  63105
                                  ATTENTION: Chief Executive Officer

                 If to the Executive:

                                  John D. McCulloch
                                  1503 Wildhorse Parkway Drive
                                  Chesterfield, Missouri 63005

         16.     Confidential Information:

                 (a)      Non-Disclosure:  During the Term or at any time
         thereafter, irrespective of the time, manner or cause of the
         expiration of the Term, Executive will  not directly or indirectly
         reveal, divulge, disclose or communicate to any person or entity,
         other than authorized officers, directors and employees of the
         Company, in any manner whatsoever, any Confidential Information
         without the prior written consent of the Board.

                 (b)      Return of Property:  Upon the Executive's termination
         of employment, Executive will surrender to the Company all
         Confidential Information, including without limitation, all lists,
         charts, schedules, reports, financial statements, books and records of
         the Company or any Subsidiary, and all copies thereof, and all other
         property belonging to the Company or any Subsidiary, provided
         Executive shall be accorded reasonable access to such Confidential
         Information subsequent to the Executive's termination of employment
         for any proper purpose as determined in the reasonable judgment of the
         Company.

         17.     Headings:  The headings of the sections contained in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.





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         18.     Counterparts:  This Agreement may be executed in two or more
counterparts.

         19.     Term of Agreement:  This Agreement shall remain in effect for
the Initial Term and thereafter to the extent necessary to maintain this
Agreement in effect for a period of 36 months following any Change in Control
during the Initial Term.  In addition, the respective rights and obligations of
the Parties hereunder shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.

                 IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.



                              THERMADYNE HOLDINGS CORPORATION

                              
                              By  /s/ RANDALL E. CURRAN
                                  ---------------------------------------------
                                  Randall E. Curran
                                  Chairman, President & Chief Executive Officer
                              
                              
                              EXECUTIVE
                              
                                  /s/ JOHN D. MCCULLOCH
                                  ---------------------------------------------
                                  John D. McCulloch





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