##### 



Exhibit 10.28
 Notarial Certificate
   SANDTON, 9 MARCH 2006/s/ Saskia-Ann PriceSASKIA-ANN PRICENOTARY PUBLICBOWMAN GILFILLAN INC.SANDTON




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SHARE SALE AGREEMENT
  MARTHINUS JOHANNES CROUS   {the Seller)
  THERMADYNE INDUSTRIES INC.    (Therm Inc)
  THERMADYNE SOUTH AFRICA (PROPRIETARY) LIMITED  UNIQUE WELDING ALLOYS    (Unique)
  UNIQUE WELDING ALLOYS RUSTENBURG (PROPRIETARY) LIMITED  THERMADYNE PLANT RENTAL SOUTH AFRICA
 (Plant Rental)
  MAXWELD & BRAZE (PROPRIETARY) LIMITED    (Maxweld)
  SELROD WELDING (PROPRIETARY) LIMITED
 (Selrod)




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TABLE OF CONTENTS
 1.    INTERPRETATION
    
    
    32.    PURCHASE AND SALE
    
    
    103.    THE INTERIM PERIOD
    
    
    105.    PURCHASE PRICE, APPORTIONMENT AND PAYMENT
    
    
    136.    DEED OF CESSION AND PLEDGE
    
    
    157.    IMPLEMENTATION AND CLOSING
    
    
    168.
   WARRANTIES
    
    
    189    THIRD PARTY SALE
    
    
    1910. CANCELLATION OF PRIOR CONTRACTS
    
    
    2011. CONFIDENTIALITY
    
    
    2012. GOVERNING LAW
    
    
    2013. BREACH
    
    
    2114. DISPUTE RESOLUTION
    
    
    2115. DOMICILIUMCITANDIET EXECUTANDI
    
    
    2416 CONSENTS AND APPROVALS
    
    
    2617. COMPETING AND CONFLICTING INTERESTS
    
    
    2718. GENERAL
    
    
    2819. COSTS
    
    
    30
 Appendix 1       Warranties Schedule
 Appendix 2      Cession
 Appendix 3 Pro Forma Section 85 Resolutions to be Passed
 Appendix 4 Calculation of the Expected STC liability and letter of notice to SARS
 Appendix 5 Pro Forma Section 228 Resolution to be Passed
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PREAMBLE
 It is recorded for purpose and application of this Agreement that:A.
    
    The Seller is the owner of the Sale Shares, which constitute a total of 10% (ten percent) of
the issued share capital of Unique and 10% (ten percent) of the issued share capital of
Maxweld respectively, and is also the owner of the Sale Claims. Therm Inc. is presently the
holder of the remaining 90% (ninety percent) of the issued share capital in both Maxweld and
Unique. Following the repurchase and cancellation of the Sale Shares from the Seller in terms
of this Agreement, Unique and Maxweld will both become wholly owned subsidiaries of Therm.
Inc. The Seller is also the owner of 1% (one percent) of the issued share capital of Selrod
with the remaining 99% (ninety nine percent) of the shares in that company being owned by
Unique. Unique also holds 90% (ninety percent) of the issued share capital of Plant Rental,
which shares are registered in the name of the Seller and are being held as agent for the
Purchaser and as security for all payments due to the Seller arising from this Agreement and
the Prior Contracts.B.
    
    Notwithstanding the provisions of the Prior Contracts or any of them, the Seller has agreed to
sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller in reduction of
each of their respective share capital in terms of section 85 of the Companies Act, the Sale Shares
and also to settle the Sale Claims, and the Seller has agreed to transfer the Plant Rental Shares
to Unique in accordance with the provisions of this Agreement.
 THE PARTIES ACCORDINGLY AGREE AS FOLLOWS:
 INTERPRETATION
 1.1.
    
    Definitions
 In this Agreement and the Preamble above, unless the context requires otherwise:1.1.1.
    
    Act
    
    means the Companies Act, 61 of 1973, as
amended from time to time;1.1.2.
    
    this Agreement
    
    means this Share Sale Agreement, together
with the schedules and Appendices;
 3




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1.1.3.
    
    Appendix
    
    means an Appendix to this Agreement (and Appendicesshall have a corresponding meaning);1.1.4.
    
    Audited Accounts
    
    means the annual financial statements of each of Maxweld and Unique for the year ended 31 December 2004;1.1.5.
    
    Business Day
    
    means any day other than a Saturday, Sunday or official public holiday in South Africa;1.1.6.
    
    Cession
    
    means the cession of that part of the Plant Rental Proceeds comprising the Purchase Price payable
by Plant Rental to the Seller in the form of the cession annexed hereto as Appendix 2;1.1.7.
    
    Closing Date
    
    means the date of payment or deemed payment to the Seller of the Purchase Price;1.1.8.
    
    Companies
    
    means collectively Unique, Selrod, Maxweld and Plant Rental, and Companymeans any one of them
as the context may require;1.1.9.
    
    Company Business
    
    means all of the business activities conducted by Unique, Plant Rental, Selrod and Maxweld as at
the Effective Date;1.1.10.
    
    Effective Date
    
    means 00h00 on 1 January 2006 (notwithstanding the Signature Date);1.1.11.
    
    Interim Period
    
    means the period between the Effective Date and the Payment Date;1.1.12.
    
    Maxweld Loan Claims
    
    means all claims of whatsoever nature and howsoever arising (including, but not limited to,
claims on loan account, if any) which the Seller has against Maxweld as at 31 December 2004 was
the amount of Rl 870 000.00 (one million eight hundred and seventy thousand Rand);1.1.13.
    
    Maxweld Overdraft Facility
    
    means the overdraft facility granted by Nedbank Limited to Maxweld;1.1.14.
    
    Maxweld Purchase Price
    
    means, subject to the provisions of
clause 5.4, the purchase consideration payable by Maxweld to
the Seller for the Maxweld Sale Shares and the Maxweld Loan Claims amounting to R8 047 275.00
(Eight Million and Forty Seven Thousand Two Hundred and Seventy Five Rand);
 4




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1.1.15.
    
    Maxweld Shares
    
    means the ordinary shares in the share capital of
Maxweld of a par value of R1,00 (one rand) each;1.1.16.
    
    Maxweld Sale Equity
    
    means collectively the Maxweld Sale Shares and the
Maxweld Loan Claims;1.1.17.
    
    Maxweld Sale Shares
    
    means 10 (ten) ordinary par value fully paid shares of
R1,00 (one rand) each owned by the Seller in Maxweld
and which constitute 10% (ten percentum) of the issued
share capital of Maxweld;1.1.18.
    
    Month
    
    means one of the 12 (twelve) named Months of the
Gregorian calendar;1.1.19.
    
    Nedbank
    
    means the business banking east branch of Nedbank
Limited acting through its authorised representatives
being Johan Fourie, and, failing him, Donovan Bald;1.1.20.
    
    Parties
    
    means collectively Therm Inc, each of the Companies and
the Seller and the Purchaser, and Partymeans any one
of them as the context may require;1.1.21.
    
    Payment Date
    
    means the day on which the Purchase Price is paid to
the Seller, which shall be as soon as possible after
the Plant Rental Proceeds have been received, but
which shall in any event be no later than 28 April
2006;1.1.22.
    
    Plant Rental Proceeds
    
    means the total proceeds received by Plant Rental from the
Renttech Sale, which proceeds will be placed under the
control of Nedbank in providing for the payment provided for
in the Cession, and which shall not be paid out in whole or
in part until the Payment Date;1.1.23.
    
    Plant Rental Shares
    
    means the shares constituting 90% (ninety percentum) of
the issued share capital in Plant Rental of a par value
of R1,00 (one rand) each, which shares are presently
registered in the name of the Seller in his capacity as
agent for the Purchaser, as described in the Preamble.1.1.24.
    
    Prior Contracts
    
    means collectively the following agreements:1.1.24.1
    
    the Sale of Business Agreement
 5




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concluded between the Companies,
the Seller, the Purchaser, Crous
Business Holdings (Pty) Limited
and Unique Welding Alloys Rustenburg
(Pty) Ltd, on 13 April 2000;1.1.24.2
    
    
    the Option Agreement concluded
between the Seller and the Purchaser
on 13 April 2000;1.1.24.3
    
    
    the Amendment Agreement
concluded between the Seller and the
Purchaser on 9 November 2000; and1.1.24.4
    
    
    the Share Acquisition and Option
Agreement means the agreement
concluded between the Purchaser and
the Seller on 9 November 2000;
 1.1.25. Purchase Price
    
    means:
 1.1.25.1
    
    
    subject to any early payment discount
provided for in clause 5.4, an amount
of R22 859 000,00 (Twenty Two
Million Eight Hundred and Fifty Nine
Thousand Rand), being the cash
amount which shall be paid in
accordance with the provisions of
clause 5, or1.1.25.2
    
    
    where the provisions of clause 6.1
apply, the deemed consideration of
retention by the Seller of the Plant
Rental Shares as referred to in that
clause;
 1.1.26. Purchaser
    
    means, in the case of the purchase of the
Unique Sale Equity and the Selrod Sale
Share, Unique, and in the case of the purchase
of the Maxweld Sale Equity, Maxweld;1.1.27. Renttech SA
    
    means Renttech SA (Proprietary) Limited, a
company incorporated under the laws of
South Africa under registration number
2005/044428/07 the shareholders of which
company are Hendrik Gert Van Zyl and Pieter
Jacobus Malan;1.1.28. Renttech Sale
    
    means the sale of the Plant Rental Business to
Renttech SA as referred to in clause 4.1;1.1.29.
Renttech Sale Agreement
    
    means the agreement giving effect
to the Renttech Sale;
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1.1.30. Sale Claims
    
    means collectively the Maxweld Loan Claims
and the Unique Loan Claims;1.131. Sale Equity
    
    means collectively the Maxweld Sale Equity,
the Unique Sale Equity and the Selrod Sale
Share;1.1.32. Sale Shares
    
    means collectively the Unique Sale Shares,
the Maxweld Sale Shares and the Selrod Sale
Share;1.1.33. Selrod Sale Share
    
    means the 1 (one) ordinary par value share of
R1,00 (one rand) which constitutes 1% (one
percentum) of the issued share capital of
Selrod, held by the Seller;1.1.34. Signature Date
    
    means the date on which this Agreement is
signed by the Party signing last in time;1.1.35. Suretyships
    
    means the Suretyships signed by the Seller in
favour of Nedbank Limited, in security for the
obligations of the Companies in relation to the
banking facilities granted by Nedbank
Limited to the Companies;1.1.36. Unique Loan Claims
    
    means all claims of whatsoever nature and
howsoever arising (including, but not limited
to, claims on loan account, if any) which the
Seller has against Unique which as at
31 December 2004 was the amount of
Rl 328 750.00 (one million three hundred and
twenty eight thousand seven hundred and fifty
Rand);1.1.37. Unique Purchase Price
    
    means, subject to clause 5.4, the purchase
consideration payable by Unique to the Seller
for the Unique Sale Equity, including the Selrod Share, this purchase
consideration amounting to a total of R14 811 725,00 (fourteen million eight hundred
and eleven thousand seven hundred and twenty five Rand);1.1.38. Unique Sale Equity
    
    means collectively the Unique Sale Shares and the Unique Loan Claims;1.1.39 Unique Sale Shares
    
    means 10 (ten) ordinary par value fully paid
shares of Rl,00 (one rand) each owned by the
seller in Unique and which constitute 10% (ten percentum) of the issued share capital of
 7




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Unique;1.1.40. Unique Shares
    
    means the ordinary shares in the share capital
of Unique of a par value of R1,00 (one rand) each; and1.1.41 Van Zyl Trust
    
    means the HG and A Van Zyl Familie Trust
(IT4045/00).
 1.2.
    
    General Interpretation
  1.2.1.
    
    the singular includes the plural and vice versa;1.2.2.
    
    a reference to any one gender, whether masculine, feminine or neuter, includes
the other two;1.2.3.
    
    any reference to a person includes, without being limited to, any individual, body
corporate, unincorporated association or other entity recognised under any law as
having a separate legal existence or personality;1.2.4.
    
    references to a statutory provision include any subordinate legislation made from
time to time under that provision and references to a statutory provision include
that provision as from time to time modified or re-enacted as far as such
modification or re-enactment applies, or is capable of applying, to this Agreement
or any transaction entered into in accordance with this Agreement;1.2.5.
    
    references in this Agreement to clauses are to clauses of this Agreement;1.2.6.
    
    any reference in this Agreement to this Agreement or any other agreement,
document or instrument shall be construed as a reference to this Agreement or that
other agreement, document or instrument as amended, varied, restated, novated or
substituted from time to time;
 8




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1.2.7.
    
    any word and expression defined in any clause shall, unless the
application of the word or expression is specifically limited to the clause in
question, bear the meaning ascribed to the word or expression throughout this
Agreement;1.2.8.
    
    unless otherwise provided, any number of days prescribed shall be determined by
excluding the first and including the last day or, where the last day falls on a day
that is not a Business Day, the next succeeding Business Day;1.2.9.
    
    where figures are referred to in numerals and in words, if there is any conflict
between the two, the words shall prevail; and1.2.10.
    
    in the event that the day for payment of any amount due in terms of this Agreement
should fall on a day which is not a Business Day, the relevant day for payment shall
be the next Business Day;1.2.11.
    
    in the event that the day for performance of any obligation to be performed in
terms of this Agreement should fall on a day which is not a Business Day, the
relevant day for performance shall be the next Business Day;1.2.12.
    
    a reference to a Party includes that Partys successors-in-title and permitted
assigns.
 1.3.
    
    Specific Rules of Interpretation
 1.3.1.
    
    The use of the word includingfollowed by a specific example/s shall not be
construed as limiting the meaning of the general wording preceding it and the eiusdem
generisrule shall not be applied in the interpretation of such general wording or
such specific example/s.1.3.2.
    
    The terms of this Agreement have been negotiated and shall not be interpreted or
construed to the disadvantage of a Party because that Party was responsible for or
participated in the preparation of this Agreement (or any part of it) and the contra
proferentemrule shall not be applied in the interpretation of this Agreement
 9




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1.4.
    
    Headings and Sub-headingsAll the headings and sub-headings in this Agreement are for convenience only and
are not to be taken into account for the purposes of interpreting it.
 2.
    
    PURCHASE AND SALE
 2.1.
    
    With effect from the Effective Date, but subject to payment of the Purchase
Price being received by the Seller, the Seller hereby unconditionally and irrevocably
sells to the Purchaser and the Purchaser unconditionally and irrevocably purchases
from the Seller, the Sale Shares upon and subject to the terms and conditions of this
Agreement.2.2.
    
    In addition to the sale of the Sale Shares and subject to payment of the
Purchase Price being received by the Seller, the Seller hereby unconditionally and
irrevocably agrees to transfer to Unique the Plant Rental Shares in accordance with
the provisions of clause 5.1.4 below.2.3.
    
    With effect from the Effective Date, but subject to payment of the Purchase
Price being received by the Seller, the Purchaser shall be deemed to have settled the
Sale Claims at their stated values, which values are included in the Purchase Price.2.4.
    
    The sale and purchase of all of the Sale Shares and settlement of the Sale
Claims and the transfer of the Plant Rental Shares by the Seller to the Purchaser in
terms of this Agreement is one indivisible transaction, except as otherwise provided
for in terms of this Agreement.
 3.
    
    THE INTERIM PERIOD
 3.1.
    
    The Seller warrants and undertakes to the Purchaser that, during the Interim
Period, to the extent that it is within his power and control:
 3.1.1.
    
    the Companies will continue to carry on business in the ordinary and
regular course;
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3.1.2.
    
    the Companies will continue to trade in accordance with the trading style
presently adopted by it, unless otherwise agreed by the Parties;3.1.3.
    
    there will be no material adverse change in the Companies financial position;3.1.4.
    
    no person shall be granted any right, title, interest or option to acquire any shares in
the share capital of the Companies whether issued or unissued;3.1.5.
    
    the Companies will not enter into any transaction or bind themselves to any agreements or
arrangements save in the ordinary and regular course of conduct of the Company Business;3.1.6.
    
    the Companies will not incur or become committed to incur any capital expenditure in excess
of R60 000,00 (Sixty Thousand Rand), with specific permission granted for the acquisition of
three new delivery vehicles, to a maximum total price of 
R600 000,00 (Six Hundred Thousand
Rand), to be financed by Nedbank;3.1.7.
    
    none of the Companies binds itself as surety or co-principal debtor for the fulfilment of
the obligations of any person (natural or corporate), except as is required in this
Agreement;3.1.8.
    
    the Companies will not incur any debt in excess of the ordinary business requirements of
the Companies;3.1.9.
    
    subject at all times to the provisions of clause 4 and more particularly the payment to be
made by Unique to the Van Zyl Trust (or its nominee) for the shares held by the Van Zyl Trust
in Unique as referred to in clause 4.1, no amounts that are received by Unique and/or Maxweld
into their respective bank accounts from Plant Rental, whether resulting from declared
dividends or otherwise, shall be transferred out of such accounts for any reason unless so
authorized and instructed in writing by Therm Inc;3.1.10.
    
    no resolution will be passed by the members or directors of the Companies, save for such
resolutions as may be necessary to give effect to this
Agreement;
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3.1.11.
    
    the Seller and the Purchaser will not do or omit to do anything which
will:
 3.1.11.1
    
    materially prejudice the continued goodwill of the Companies;3.1.11.2
    
    reduce the scope of the Company Business; and/or3.1.11.3
    
    result in any business associate (including but not limited to
clients) of the Companies ceasing to transact business with the
Companies or to vary the terms upon which it transacts business with
the Companies.
 3.2.
    
    Save as otherwise specifically provided for to the contrary in this
Agreement, the Seller and the Purchaser shall not, during the Interim Period, take
any steps to convert the shareholders loans to fixed share capital in the Companies
nor shall the Companies declare or pay any dividends to their shareholders or repay
any loan accounts to their shareholders.
 4.
    
    SECURITY
 4.1.
    
    Notwithstanding anything to the contrary set out in clauses 3.1 and 3.2 above
it is recorded that Plant Rental intends after the Signature Date (but with effect
from 1 January 2006) selling its business, assets and liabilities (collectively the
Plant Rental Business) as a going concern to Renttech SA upon the terms and
conditions set out in the Renttech Sale Agreement,. It is further recorded that as an
indivisible part of the Renttech Sale Unique will, prior to the sale of the Plant
Rental Business to Renttech SA, purchase from the Van Zyl Trust its shareholding in
Plant Rental, which shareholding currently constitutes 10% (ten percentum) of the
total issued share capital in Plant Rental.4.2.
    
    Plant Rental undertakes upon signature of this Agreement to furnish the
Seller with the Cession, in terms of which it shall, in accordance with the
provisions of the Cession, cede, assign and transfer an amount equal to the Purchase
Price as referred to in clause 1.1.25.1 from the Plant Rental Proceeds to the Seller
as security for
payment of that part of the Purchase Price payable collectively by the Purchasers
to the Seller.
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4.3.
    
    Each of Plant Rental and Therm Inc, by their signatures at the foot of this
Agreement hereby binds themselves, under renunciation of the benefits of excussion and
division, as sureties for and co-principal debtors in solidum with the Purchaser to
pay the Seller for all amounts due to him and for the due fulfillment of all the
obligations of the Purchaser to the Seller as provided for in this Agreement. In
addition, Plant Rental undertakes to advance to Maxweld the Maxweld Purchase Price to
enable Maxweld to discharge its obligations to the Seller in respect thereof.4.4.
    
    Nedbank shall be irrevocably and unconditionally instructed and obliged,
unless otherwise agreed by Therm Inc. and the Seller in writing, to make payment to
the Seller of that part of the Purchase Price as referred to in clause 1.1.25.1 in
accordance with the provisions of the Cession by no later than 28 April 2006.4.5.
    
    Notwithstanding the provisions of clause 4.3 it is agreed that if, for
whatever reason, payment of the Purchase Price as referred to in clause 4.4 has not
been made to the Seller by 28 April 2006, then Nedbank shall be obliged, without the
consent of the Purchaser, to return the Plant Rental Shares and transfer forms in
respect thereof to the Seller, and such shares shall be retained by the Seller in
consideration for payment of the Purchase Price as provided for in clause 1.1.25.2
and as contemplated in clause 6.1.
 5.
    
    PURCHASE PRICE, APPORTIONMENT AND PAYMENT
 5.1.
    
    In consideration for the acquisition of the Sale Equity, the Purchaser
shall, subject to the provisions of clause 5.4, pay to the Seller the Purchase Price,
which amount shall be apportioned as follows:
 5.1.1.
    
    the amount of R8 047 275.00 (Eight Million and Forty Seven Thousand Two
Hundred and Seventy Five Rand) to the Maxweld Sale Equity;5.1.2.
    
    the amount of R14 811 725.00 (Fourteen Million Eight Hundred and Eleven
Thousand Seven Hundred and Twenty Five Rand) to the Unique Sale Equity,
including all subsidiaries;
 13




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5.1.3.
    
    the par value of the Selrod Sale Share (which shall be paid by the
Purchaser in addition to the Purchase Price); and5.1.4.
    
    subject to the provisions of clauses 4.4 and 6.1, no amount of the Purchase Price
shall be attributed to the transfer of the Plant Rental Shares by the Seller to
Unique in the event of the transactions referred to herein being completed, it being
recorded, for the purpose of this Agreement, that the Seller holds such shares as
agent for and on behalf of Unique and as security for payment of all amounts due to
the Seller by both of the Purchasers in terms of this Agreement.
 5.2.
    
    The Purchase Price as referred to in clause 1.1.25.1 shall be paid in RSA rand, free of
exchange or any other deduction by way of electronic funds transfer into a Nedbank account
nominated by the Seller in writing prior to the Signature Date, and which payment shall be
made either by Nedbank in terms of the Cession as provided for in clause 4, or by or on
behalf of the Purchaser, provided that it is no later than 28 April 2006, and if such payment
is not received by the Seller by 28 April 2006 then the Purchase Price shall be deemed to
have been discharged as provided for in clause 1.1.25.2 as read with clause 6.1 hereof.5.3.
    
    The Purchase Price shall be secured in the manner provided for in clauses 4 and 6.5.4.
    
    Early repaymentIt is recorded that the Purchaser shall have the right, in its sole discretion, to
anticipate payment of the whole or any part of the cash part of the Purchase Price as
referred to in clause 1.1.25.1 prior to 28 April 2006. In the event that the Purchaser
elects to pay the aforementioned cash part of the Purchase Price on or earlier than 28
April 2006, it shall be entitled to a discount on such cash part of the Purchase Price as
follows:
 5.4.1.
    
    a discount of R665 627.00 (Six hundred and sixty five thousand six hundred and
twenty seven rand) if payment is made on or before 28 February 2006;5.4.2.
    
    a discount of R555 790.00 (Five hundred and fifty five thousand seven
 14




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hundred and ninety rand) if payment is made on or after 1 March 2006 but on
or before 15 March 2006;5.4.3.
    
    a discount of R445 955,00 (Four hundred and forty five thousand nine
hundred and fifty five rand) if payment is made on or after 16 March 2006 but
on or before 31 March 2006; and5.4.4.
    
    a discount of R335 021.00 (Three hundred and thirty five thousand and
twenty one rand) if payment is made on or after 1 April 2006 but on or before
15 April 2006;5.4.5.
    
    a discount of R224 087,00 (Two hundred and twenty four thousand and eighty
seven rand) if payment is made on or after 16 April 2006 but on or before the
latest Payment Date, which is 28 April 2006.
 5.5.
    
    The discount referred to in clause 5.4 shall be apportioned between
each Purchaser on the basis set out in Appendix 4.
 6.
    
    DEED OF CESSION AND PLEDGE
 6.1.
    
    It is recorded that the Seller shall deliver the Plant Rental Shares and the share
transfer forms which will have been signed by the Seller as provided for in clause 7.1.1 to Nedbank on the Signature Date. The Plant Rental Shares and the share
certificates in respect of the Sale Shares will be held by Nedbank in pledge as
and by way of security for payment of the Purchase Price as provided for in this
Agreement. Should the Purchaser fail to pay the Purchase Price to the Seller in
terms of clause 5.2 by no later than 28 April 2006, then Nedbank is hereby
irrevocably instructed and authorised to return to the Seller the Plant Rental
Shares and transfer forms relating thereto as provided for in clause 4.5. The
Seller shall thereupon retain those Plant Rental Shares as his own property in
lieu of full settlement and payment of the full Purchase Price due to him by the
Purchaser and of all amounts due in terms of this Agreement, irrespective of the
actual value of the Plant Rental Shares as at that date. In addition, the Section
228 resolution contemplated in clause 6.3 shall be cancelled in order to restore
the ownership of Plant Rentals business, assets and liabilities to Plant Rental.6.2.
    
    Nedbank shall, against the return of the Plant Rental Shares to the Seller,
 15




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immediately release the Sale Shares to the Purchaser which shall also be entitled
to retain the Sale Claims as full value for the Plant Rental Shares.6.3.
    
    Notwithstanding anything to the contrary, the Seller undertakes, on signature
of this Agreement and receipt of the Cession, and in his capacity as holder of the
Plant Rental Shares, to sign such resolutions, including resolutions in terms of
Section 228 of the Act (a pro formacopy of which resolution is attached to this
Agreement as Appendix 5), as may be required by the Purchaser in order to give
effect to the Cession and the sale of the Plant Rental Business pursuant to the
Renttech Sale as referred to in this Agreement.6.4.
    
    It is recorded and acknowledged by the Parties that the Unique Loan Claims
and the Maxweld Loan Claims have all been subordinated in favour of Nedbank Limited
in terms of a Subordination Agreement.
 7.
    
    IMPLEMENTATION AND CLOSING
 7.1.
    
    On the Signature Date, the Seller shall deliver to Nedbank, on behalf of the
Purchaser (or the Seller as provided for in clauses 4.5 and 6.1 of this Agreement):
 7.1.1.
    
    the share certificates in relation to the Sale Shares, (including the shares in Plant Rental), the Purchaser acknowledging that the share
certificates in respect of the Sale Shares shall, upon release to the
Purchaser, be marked with a cancelled endorsement on the face thereof,
together with the appropriate declarations for the transfer of the Plant
Rental shares, duly signed by the Seller on a date not being more than 14
(fourteen) days before the date of delivery and otherwise complying with the
provisions of the relevant Companys articles of association;7.1.2.
    
    if so required by the Purchaser, the resignation of the Seller as a
director and employee of the Companies, including Plant Rental, which
resignation shall be signed but shall reflect that the effective date of such
resignation shall be at a date stipulated by the Purchaser at any time after
the Signature Date, provided that such resignation shall not take effect
earlier than the Payment Date;
 16




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7.1.3.
    
    resolutions, which may be subject to the implementation of this clause 7
and payment being made, passed by the board of directors of each of the
Companies, including, in respect of clause 7.1.3.3, Plant Rental, approving of
the following matters:
 7.1.3.1
    
    the transfer of the Plant Rental Shares from the Seller to Unique, and
accordingly the registration in Plant Rentals register of members of Unique
as the holder of those shares.7.1.3.2
    
    in relation to Unique, Selrod and Maxweld, to buy back, and accordingly
reverse, the Sale Shares as available authorised share capital and notation
in the Companys register of the cancellation of the Sale Shares as well as
settlement of the Sale Claims as provided for in clause 2.4;7.1.3.3
    
    accepting the resignation of the Seller as a director and employee of the
Companies, including Plant Rental, and approving the appointment of any other
person/s as directors of the Companies, provided that the resolution shall
stipulate that the resignation of the Seller as director and employee of
Plant Rental shall only be accepted if the provisions of clauses 6.1 and 6.2
have not been invoked (which for the sake of clarity will mean that payment
of the Purchase Price as referred to in clause 1.1.25.1 has not been made by
the Purchaser and the Seller shall retain the Plant Rental Shares in lieu of
payment of the Purchase Price as provided for in clause 1.1.25.2).
 7.2.
    
    On the Signature Date, the Purchaser shall deliver to the Seller duly signed special
resolutions (Special Resolutions) of each of the Purchasers as required in terms of Section
85 of the Act, pro forma copies of which are annexed to this Agreement as Appendix 3 and a
letter from Nedbank confirming that they will recognise the Cession and accept and be bound
by their obligations as provided for in this Agreement.7.3.
    
    As soon as practically possible after the Signature Date, the Purchaser undertakes to
procure registration of the Special Resolutions and furnish proof to the Seller of
 17




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it having done so. In addition, the Purchaser undertakes to make payment of any
secondary tax on companies (STC) payable in connection with the reduction of the
share capital of the Purchasers pursuant to the repurchase of the Sale Shares by
the Purchaser, and the Purchaser hereby indemnifies and holds the Seller harmless
against its failure to do so within the prescribed period. The Purchaser shall
provide to the Seller copies of the relevant completed STC returns together with a
cheque for payment of the amount payable in terms thereof, and the Seller shall
forthwith timeously submit such returns and payment to the South African Revenue
Services on the Purchasers behalf. It is recorded that the STC liability of the
Purchaser is expected to be the amounts as detailed on the attached Appendix 4,
which Appendix represents a copy of the requisite letter which each of Unique and
Maxweld intend to submit to SARS advising of the Section 85 repurchase of the
Unique Shares and the Maxweld Shares respectively, provided that if the amount that
is ultimately payable to SARS is determined by SARS to be higher or lower than the
amount reflected in Appendix 4, the Purchaser shall pay such amended amount.
 8.
    
    WARRANTIES
 8.1.
    
    The Seller gives the Purchaser the Warranties set out in Appendix 1.8.2.
    
    The Seller acknowledges that the Purchaser is entering into this Agreement
in sole reliance upon the Warranties given by the Seller on the basis that such
Warranties will be correct as at the Closing Date and as at the Signature Date, and
the various dates specified in Appendix 1.All the Warranties given in terms of
this Agreement shall be deemed to be material.8.3.
    
    Each Warranty given by the Seller in terms of this Agreement:
 8.3.1.
    
    shall be a separate Warranty and shall in no way be restricted or limited
by the provisions of any other Warranty; and8.3.2.
    
    shall, unless otherwise expressly stated, be a continuing warranty applying
as at the Effective Date, the Signature Date and the Payment Date and shall
continue and remain in force notwithstanding the completion of the matters
provided for in this Agreement.
 18




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8.4.
    
    Save for the warranties set out in Appendix 1,the Purchaser acknowledges
that no further warranties are given or are required to be given by the Seller to
the Purchaser with regards to the Companies or any of their businesses and the sale
of the Sale Equity by the Seller to the Purchaser shall be voetstoots,in all
respects. Each Purchaser acknowledges that it is fully acquainted with all the
affairs of their respective Companies businesses.8.5.
    
    Notwithstanding anything to the contrary contained herein, the Seller
warrants that as at the Effective Date, the assets of each of the Purchasers exceeded
that Purchasers liabilities. The Purchaser accordingly warrants that the passing of
the Special Resolutions referred to in clause 7.3 does not constitute a breach of the
provisions of Section 85 of the Act, and hereby indemnifies and holds the Seller
harmless in respect of any loss arising in respect thereof.
 9.
    
    THIRD PARTY SALE
 9.1.
    
    The Parties acknowledge that the Purchaser is in the process of
procuring a sale of the Shares in the Companies alternatively the business of the
Companies to a Third Party/ies (the Third Party Purchase and Sale).9.2.
    
    The Seller and each of the other Parties undertakes and agree to
co-operate with each other and execute and deliver to the other Parties such other
instruments and documents and take such other actions as may be reasonably
requested from time to time in order to enable the Third Party Purchase and Sale to
be finalised and implemented without delay after the Closing Date.9.3.
    
    Notwithstanding the provisions of this clause 9, the Purchaser
undertakes not to transfer any of the Plant Rental Shares other than the transfer
of the shares from the Van Zyl Trust to Unique as referred to in clause 4.1, or to
transfer any shares or any part of the business operations of the Companies (other
than the sale of the Plant Rental Business in terms of the Renttech Sale as
referred to in clause 4), or cede any rights to the Purchasers Maxweld Loan Claims
or the Purchasers Unique Loan Claims to a Third Party Purchaser until the full
Purchase Price and all outstanding obligations to the Seller.as provided for in
this Agreement have been fulfilled.
 19




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9.4.
    
    The Parties furthermore undertake at all times to do all such things,
perform all such actions and take all such steps and to procure the doing of all
such things, the performance of all such actions and the taking of all such steps
as may be open to them and necessary for or incidental to the putting into effect
or maintenance of the terms, conditions or import of this Agreement, as from the
Signature Date, and for any Third Party Purchase or Sale Agreement after the
Closing Date.
 10.
    
    CANCELLATION OF PRIOR CONTRACTS
 10.1.
    
    Upon signature of this Agreement by the Parties, all the Prior
Contracts, including all rights, obligations and restrictions set out therein, are
hereby unconditionally and irrevocably cancelled ab initio,and shall cease to be
of any force or effect.10.2.
    
    This Agreement constitutes a full and final settlement between the
Parties of all claims that any of the Parties may have against any other Party
arising out of the Prior Contracts, and each Party hereby indemnifies the others
and holds the other Parties harmless in respect of any claim by that Party to or
arising out of or in connection with any of the Prior Contracts.
 11.
    
    CONFIDENTIALITYSave as may be required in terms of any law or regulation, none of the Parties shall make
any public announcement or statement about this Agreement or its contents without first
having obtained the other Parties prior written consent to the public announcement or
statement and to its contents, provided that such consent may not be unreasonably withheld
or delayed.12.
    
    GOVERNING LAWThe validity of this Agreement, its interpretation, the respective rights and obligations
of the Parties and all other matters arising in any way out of it or its expiration or
earlier termination for any reason shall be determined in accordance with the laws of South
Africa.
 20




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13.
    
    BREACH
 13.1.
    
    If any Party breaches any material provision or term of this Agreement
and fails to remedy such breach within 10 (ten) days of receipt of written notice
requiring it to do so (or if it is not reasonably possible to remedy the breach
within 10 (ten) days, within such further period of time as may be reasonable in the
circumstances), provided that no notice shall be required to be given by the Seller
to the Purchaser if the full Purchase Price is not paid by 28 April 2006, then the
aggrieved Party shall be entitled without notice, in addition to any other remedy
available to it at law or under this Agreement, including obtaining an interdict, to
cancel this Agreement or to claim specific performance of any obligation whether or
not the due date for performance has arrived, in either event without prejudice to
the aggrieved Partys right to claim damages.13.2.
    
    Notwithstanding anything to the contrary contained in this Agreement,
no Party shall be entitled to cancel this Agreement on the grounds of a breach of a
term of this Agreement or on the grounds of a breach of a Warranty, unless it is a
material breach of such term / Warranty going to the root of this Agreement, and:
 13.2.1.
    
    an award of damages shall not serve to compensate the aggrieved Party; or13.2.2.
    
    such damages are not paid to the aggrieved Party within 14 (fourteen) days
of the final determination thereof (whether such determination is by way of
written agreement between the Parties or by way of an order by a court of
competent jurisdiction or an award pursuant to the arbitration provisions
provided for in clause 14.
 14.
    
    DISPUTE RESOLUTION
 14.1.
    
    Any dispute (a dispute) between any of the Parties arising in
connection with this Agreement or the subject matter hereof shall be submitted to
and determined by arbitration in accordance with this clause 14 . For the purpose
hereof the term dispute shall be interpreted in the widest sense and shall
include any dispute or difference in connection with or in respect of the
conclusion or existence of this Agreement, the carrying into effect of this
Agreement, the interpretation or
 21




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application of the provisions of this Agreement, the Parties respective rights and/or
obligations in terms of and/or arising out of this Agreement and/or the validity,
enforceability, rectification, termination or cancellation, whether in whole or in part,
of this Agreement.14.2.
    
    Any Party:
 14.2.1.
    
    may declare a dispute by delivering the details of the dispute to the other Parties;
and14.2.2.
    
    request that the dispute be referred to the Seller and the Chief Executive Officer of
the Purchaser for a decision within 7 (seven) days of delivery of the details of the
dispute.
 14.3.
    
    If the Seller and the Chief Executive Officer of the Purchaser fail to reach a written
agreement resolving the dispute within 3 (three) days of referral thereof, then any Party
(the Referring Party)shall be entitled to refer that dispute to arbitration in terms of
this clause 14 by notifying the other Parties in writing of its intention to do so (the
Arbitration Notice).The Arbitration Notice shall include the names of not less then 3
(three) natural persons whom the Referring Party proposes for appointment as arbitrator.14.4.
    
    Should the Parties fail to agree to an Arbitrator within 5 (five) Business Days of the
Arbitration Notice, the arbitrator shall be appointed, at the written request of any Party
(which request shall be copied to the other Parties), by the Chairman for the time being of
the Johannesburg Bar Council (or its successor); subject to the proviso that the Arbitrator
so appointed by the said Chairman shall be a practising Senior Counsel or a retired judge.14.5.
    
    Unless otherwise expressly agreed by the Parties in writing:
 14.5.1.
    
    the arbitration proceedings shall be held at Sandton, Republic of South Africa and
shall be conducted under the Standard Rules of the Association of Arbitrators (the
Arbitration Rules);14.5.2.
    
    the Arbitrator shall be entitled, on the written application of any Party at any
time (provided only that such Party is then a party to the proceedings),
 22




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to be made in a manner acceptable to the Arbitrator, to amend the Arbitration Rules
and/or any time period provided for therein or to supplement the Arbitration Rules
in the interests of resolving the dispute effectively, efficiently and economically
(but provided that no such amendment or supplemental rule shall operate
retrospectively);14.5.3.
    
    the arbitration proceedings shall be conducted as expeditiously as possible but the
time periods provided for in Section 23(a) of the Arbitration Act 42 of 1965 (as
amended) (the Arbitration Act) shall not apply thereto;14.5.4.
    
    the decision of the Arbitrator shall be final and binding and there shall be no
right of appeal (notwithstanding the provisions of the Arbitration Rules);14.5.5.
    
    the Arbitrator shall be entitled to determine his own jurisdiction and shall be
entitled, mero motu,to raise matters mutatis mutandisas if the dispute was being
heard before a Judge in the High Court of South Africa (Transvaal Provincial
Division).
 14.6.
    
    The provisions of this clause 14 shall prevail to the extent of there being any conflict
between the Arbitration Rules and this clause 14.14.7.
    
    Subject to the other Provisions of this clause 14, the arbitration proceedings contemplated
herein shall be held in accordance with the provisions of the Arbitration Act.14.8.
    
    Without detracting from the effect (if any) of any other act taken by any Party which may
affect the issue of prescription, the Parties irrevocably agree and acknowledge that the
Arbitration Notice shall interrupt prescription and shall be deemed to constitute the service
of a process for the purpose of interrupting prescription in terms of Section 13 of the
Prescription Act No. 68 of 1969 (or, as the case may be, the corresponding provision in any
amendment thereto or in any replacement legislation).14.9.
    
    The provisions of this clause 14:-
 23




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14.9.1.
    
    constitute an irrevocable consent by the Parties to the arbitration
proceedings provided for herein and none of the Parties shall be entitled
to withdraw from the provisions of this clause or claim at any such
proceedings that it is not bound by this clause or such proceedings;14.9.2.
    
    are severable from the rest of this Agreement and shall remain in effect
despite the termination, cancellation, invalidity or alleged invalidity of
this Agreement for any reason whatsoever.
 15.
    
    DOMICILIUM CITANDI ET EXECUTANDI
 15.1.
    
    The Parties choose as their domicilia citandi et executandifor all
purposes under this Agreement, whether in respect of court process, notices or
other documents or communications of whatsoever nature, the following addresses:
 15.1.1.
    
    The Purchaser and Therm Inc:
 
 15.1.2.
    
    The Seller:
 
 15.1.3
    
    Maxweld:
 
 24




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15.1.4
    
    Unique and Plant Rental:
 
 15.1.5
    
    Selrod:
 
 15.2.
    
    Any notice or communication required or permitted to be given in terms of this Agreement
shall be valid and effective only if in writing but it shall be competent to give notice by
telefax.15.3.
    
    Any Party may by notice to the other Parties change the physical address chosen as its
domicilium citandi et executandito another physical address in South Africa or its telefax
number, provided that the change shall become effective vis-à-visthat addressee on the
7th (seventh) Business Day from the deemed receipt of the notice by the addressee.15.4.
    
    Any notice to a Party:
 15.4.1
    
    sent by prepaid registered post (by airmail if appropriate) in a correctly addressed
envelope to it at its domicilium citandi et executandishall be
 25




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deemed to have been received on the 7th (seventh) Business Day
after posting (unless the contrary is proved);15.4.2
    
    delivered by hand to a responsible person during ordinary business hours at
its domicilium citandi et executandishall be deemed to have been received
on the day of delivery; or15.4.3
    
    sent by telefax to its chosen telefax number stipulated in clause 15.1,
shall
be deemed to have been received on the date following the date of despatch
and confirmed transmission (unless the contrary is proved).
 15.5.
    
    Notwithstanding anything to the contrary herein contained a written
notice or communication actually received by a Party shall be an adequate written
notice or communication to it notwithstanding that it was not sent to or delivered
at its chosen domicilium citandi et executandi.
 16.
    
    CONSENTS AND APPROVALS
 16.1.
    
    It is recorded that the following approvals and/or consents have been
obtained by the Purchaser prior to the signature of this Agreement, and that such
approvals and/or consents have been disclosed to all Parties:
 16.1.1
    
    the approval of this Agreement by the Board of Directors of Therm Inc;16.1.2
    
    the approval of this Agreement by the Board of Directors of
Maxweld, Unique, Plant Rental and Selrod;16.1.3
    
    GE Capitals approval of the Purchaser entering into this Agreement and
Therm Inc signing the special resolution in permitting this Agreement;16.1.4
    
    A resolution signed by the relevant Parties authorising the
Seller to obtain and sign on behalf of the Companies all documents required by Nedbank in
order to obtain, by no later than the Payment Date, written confirmation
from Nedbank Limited that the Seller has been released by Nedbank Limited
from the Suretyships.
 26




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17.
    
    COMPETING AND CONFLICTING INTERESTS
 17.1.
    
    The Seller hereby undertakes and agrees that he will not:
 17.1.1
    
    for a period of 3 (three) years from the Payment Date (the Restraint Period)and within
the Republic of South Africa, either jointly or alone or together with, or as agent for any person,
firm, company or association whatsoever, directly or indirectly, be interested in any way (and
whether as proprietor, partner, shareholder, financier, adviser, consultant, service
provider, contractor or otherwise) in any business which competes to a material extent with the
Company Business and each of the respective businesses carried on by each of the Companies as at
the Effective Date;17.1.2
    
    at any time during the Restraint Period, either for his own account or for
any other person, firm or corporation, directly or indirectly, canvas or solicit business, in
competition with the Company Business from any person, firm or corporation, which is, at any time
during the Restraint Period, or shall have been during the period of twelve Months preceding the
Payment Date, a client of or customer of or in the habit of dealing with the Companies or any one
or more members thereof.
 17.2.
    
    Any act or omission which, if it were an act or omission of the Seller would constitute
a breach of the undertakings in this clause 17 on the part of the Seller, shall be deemed to be
such an act or omission for which the Seller is responsible if done or omitted by any body
corporate or unincorporated (whether constituted at the date of this Agreement or not) which is
controlled wholly or mainly or directly or indirectly in any manner by the Seller, or by any person
or persons who controls or control the Seller, or by any such body which itself controls the Seller
wholly or mainly or directly or indirectly in any manner, or which is controlled wholly or mainly
or directly or indirectly by a person or persons and/or a body or bodies corporate or
unincorporated who or which controls or control the Seller wholly or mainly or directly or
indirectly.17.3.
    
    The Seller acknowledges that the undertaking and restraints in this clause 17 are fair
and reasonable and necessary to protect the direct and indirect proprietary rights and interests of
the Companies and their respective businesses.
 27




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17.4.
    
    The Seller undertakes that he will not, for the Restraint Period, either for his own
account or for any other person, firm or corporation, directly or indirectly, entice away or
endeavour to entice away or offer employment to any permanent employee (as at the Payment Date), or
any person who was, at the Effective Date, a permanent employee, of the Companies or any of them.17.5.
    
    The restraint undertakings set out in this clause 17 are in addition to and not in
substitution for any other restraint undertaking given by the Seller to the Purchaser in terms of
the Sellers employment or service contract previously entered into with the Company. The
Purchaser agrees that no amount of the Purchase Price shall be attributed to the restraint
undertaking given to it by the Seller as provided for in this clause and accordingly the Purchaser
shall not seek to claim any deduction for tax purposes in respect
thereof.17.6.
    
    The provisions of this clause 17 shall not be applicable to any contract of employment
concluded between the Seller and any third party purchaser of the business and assets or shares in
the Companies as contemplated in clause 9, if so required by such
Purchaser thereof.17.7.
    
    The provisions of this clause 17 shall not be applicable in the event that the Seller
retains the Plant Rental Shares as provided for in clause 6.1 instead of receiving the Purchase
Price in cash.
 18.
    
    GENERAL
 18.1. RemediesNo remedy conferred by this Agreement is intended to be exclusive of any other remedy which
is otherwise available under South African law. Each remedy shall be cumulative and in addition to
every other remedy given under this Agreement or under any existing or future law. The election of
any one or more remedy by any of the Parties shall not constitute a waiver by such Party of the
right to pursue any other remedy.
 28




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18.2.
    
    SeveranceIf any provision of this Agreement, which is not material to its efficacy as a whole, is rendered
void, illegal or unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and
the Parties shall endeavour in good faith to agree an alternative provision to the void, illegal or
unenforceable provision.18.3.
    
    Survival of Rights, Duties and ObligationsTermination of this Agreement for any cause shall not release a Party from any liability which at
the time of termination has already accrued to such Party or which thereafter may accrue in respect
of any act or omission prior to such termination.18.4.
    
    Entire AgreementThis Agreement (including its appendices) contains the entire agreement between the Parties and
supersedes any prior written or oral agreement between them in relation to the subject matter
hereof. Save as expressly provided for in this Agreement, no Party shall have any claim or right
arising from any undertaking, representation or warranty not included in this Agreement.18.5.
    
    Non-variationSave as otherwise expressly provided, no agreement to amend, add to or otherwise vary or waive any
of the provisions of this Agreement or to cancel or terminate it shall be effective unless made in
writing and duly signed by the Parties or on their behalf by their duly authorised agents.18.6.
    
    No waiverNo extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or
any agreement, bill of exchange or other document issued or executed pursuant to or in terms of
this Agreement, shall operate as an estoppel
 29




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against any Party in respect of its rights under this Agreement, nor shall it operate so as to
preclude such Party thereafter from exercising its rights strictly in accordance with this
Agreement.18.7.
    
    AssignmentSave as otherwise expressly provided in this Agreement, no Party may cede or delegate this
Agreement or any of its rights and obligations under it without the prior written consent of the
others.18.8.
    
    Further AssuranceEach Party shall co-operate with the other Parties and execute and deliver to the other Parties
such other instruments and documents and take such other actions as may be reasonably requested
from time to time in order to carry out, evidence and confirm their rights and the intended purpose
of this Agreement.18.9.
    
    Successors BoundThis Agreement shall be binding on and shall inure for the benefit of the successors and permitted
assigns and personal representatives (as the case may be) of each of the Parties.18.10.
    
    CounterpartsThis Agreement may be signed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. Any Party may enter into this Agreement by signing any such
counterpart.
 19.
    
    COSTS
 19.1.
    
    The Purchaser shall bear the costs of any stamp duty payable on, or in connection with,
the transfer of all shares that are transferred in execution of this Agreement.19.2.
    
    The Purchaser, or Therm. Inc shall, to the extent that it has not already done so, bear
all invoiced legal costs of and incidental to the drafting and execution of this Agreement.
 30




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SIGNED at SANDTONon this the 9th day of MARCH2006.AS WITNESSES:1.
2.
    
    /s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

 [ILLEGIBLE]
    
    
    
    /s/ [ILLEGIBLE]

MARTHINUS JOHANNES CROUSSIGNED at
SANDTONon this the 9th day of MARCH2006.AS WITNESSES:1.
    
    /s/ [ILLEGIBLE]
    
    
    
    For: THERMADYNE INDUSTRIES INC.Signatory:2.
    
    /s/ [ILLEGIBLE]
    
    
    
    /s/ [ILLEGIBLE][ILLEGIBLE]
    
    
    
    Who warrants that he is duly
authorised theretoCapacity: /s/ [ILLEGIBLE]Authority: [ILLEGIBLE]SIGNED at
SANDTONon this the 9th day of MARCH2006.AS WITNESSES :1.
    
    /s/ [ILLEGIBLE]
    
    
    
    For: MAXWELD&BRAZE (PROPRIETARY)
LIMITEDSignatory: M J CROUS2.
    
    /s/ [ILLEGIBLE]

[ILLEGIBLE]
    
    
    
    /s/ M J CROUS

Who warrants that he is duly
authorised thereto in his capacity as
Managing Director
 31




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SIGNEDat SANDTONon this the 9th day of MARCH2006.AS WITNESSES:1.
    
    /s/ [ILLEGIBLE]
    
    
    
    For: THERMADYNE SOUTH
 AFRICA (PROPRIETARY)
LIMITEDSignatory: M J CROUS2.
    
    /s/ [ILLEGIBLE]
    
    
    
    /s/ M J CROUS[ILLEGIBLE]
    
    
    
    Who warrants that he is duly
authorised thereto in his capacity as
Managing DirectorSIGNED at SANDTONon this the 9thday of MARCH2006.AS WITNESSES:1.
    
    /s/ [ILLEGIBLE]
    
    
    
    For: SELROD WELDING (PROPRIETARY)
LIMITEDSignatory: M J CROUS2.
    
    /s/ [ILLEGIBLE]
    
    
    
    /s/ M J CROUS[ILLEGIBLE]
    
    
    
    Who warrants that he is duly
authorised thereto in his capacity as
Managing DirectorSIGNED at SANDTONon this the 9thday of MARCH2006.AS WITNESSES:1.
    
    /s/ [ILLEGIBLE]
    
    
    
    For: UNIQUE WELDING ALLOYS RUSTENBURG
(PROPRIETARY) LIMITEDSignatory: M J CROUS2.
    
    /s/ [ILLEGIBLE]
    
    
    
    /s/ M J CROUS[ILLEGIBLE]
    
    
    
    Who warrants that he is duly
authorised thereto in his capacity as
Managing Director
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APPENDIX 1
 WARRANTY SCHEDULE
 clause 8
 1.
    
    Regulatory Matters, Shares, Sale Claims and Shareholding
 1.1.
    
    The Seller was at the Effective Date, and will, as at the Signature Date and the Closing
Date, be entitled to give free and unencumbered title in and to the Sale Shares and the Sale Claims
to the Purchaser.1.2.
    
    No person (other than Therm Inc) will have any existing right, option or right of first
refusal to acquire any of the Sale Shares in the capital of any of the Companies.1.3.
    
    As at the Effective Date and at the Signature Date and Closing Date, the Seller was and
will be the owner of the Sale Shares.1.4.
    
    The seller has given no person any right, including right of pre-emption or other
preferential right in respect of the Sale Shares, including without limitation any right to acquire
any of the issued shares in such Company or to subscribe for, take up or acquire any of the
un-issued share capital of such Company,1.5.
    
    None of the Sale Shares nor the Sale Claims shall be subject to any cession, pledge or
other encumbrances save for as noted in clause 6.4 of this Agreement.
 2.
    
    Loan AccountsSave as provided for in clause 2, none of the Maxweld Loan Claims nor the Unique Loan Claims shall
have been repaid to the Seller.3.
    
    Accounts
 3.1.
    
    The Purchaser and Therm Inc. acknowledge having received and reviewed the Audited Accounts and
accept such accounts as being true and correct in all respects. In respect of the Audited
Accounts, the Seller, in his capacity as
managing director of both Maxweld and Unique, warrants that they shall have been:-
 33




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3.1.1.
    
    prepared as a full scope audit of each respective Company, as at 31 December 2004 on the
same basis and applying the same accounting and management policies, principles, practices,
procedures and conventions as in prior years;3.1.2.
    
    prepared in accordance with the Companies Act, and with the statements of generally
accepted accounting practice, as contemplated in Section 286(3) of the Act and as prescribed, as at
28 February 2005, by the Accounting Practices Board of the Republic of South Africa;3.1.3.
    
    in all material respects, fairly present the assets and liabilities, financial position
and state of affairs of the respective Companies as at 31 December 2004; and3.1.4.
    
    in all material respects, fairly present the income and expenditure of the Companies and
the results of their operations and cash flows for the period commencing 1 January 2004 and ended
31 December 2004.
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APPENDIX 2
 THE CESSION
 CESSION AGREEMENT
  MARTHINUS JOHANNES CROUS
 
  UNIQUE WELDING ALLOYS RUSTENBURG (PROPRIETARY) LIMITED THERMADYNE PLANT RENTAL SOUTH
AFRICA
 
  IT IS AGREED AS FOLLOWS:
 1.
    
    The Parties have simultaneous with the signature hereof entered into a Share Sale
Agreement (the Share Sale Agreement) with Thermadyne South Africa (Proprietary) Limited trading
as Unique Welding Alloys, Maxweld and Braze (Proprietary) Limited, Selrod Welding (Proprietary)
Limited and Thermadyne Industries Inc., in terms of which the Purchaser will purchase the Sale
Shares from the Seller and also settle the Sale Claims for the Purchase Price which shall be
payable on the terms and conditions set out in the Share Sale Agreement.2.
    
    The Cedent has also entered into the Renttech Sale Agreement in terms of which the Plant Rental
Business will be sold to Renttech SA for the Plant Rental Proceeds.3.
    
    As security for the payment of the Purchase Price by the Purchaser to the Seller in
terms of the Share Sale Agreement, the Cedent has agreed to cede to the Cessionary part of
the Plant Rental Proceeds in an amount not exceeding R 22 859 000,00.
 35




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4.
    
    The Cedent accordingly hereby irrevocably and unconditionally cedes to the Cessionary
all of its rights in and to an amount of R 22 303 210), and the Cessionary hereby accepts such
cession.5.
    
    Expressions used in this agreement which bear capital letters but are not defined
herein, shall have the meanings ascribed thereto in the Share Sale
Agreement.
 SIGNED SANDTON 9th MARCH
 /s/ [ILLEGIBLE]For:
    

MARTHINUS JOHANNES CROUS/s/ [ILLEGIBLE]For:
    
    UNIQUE WELDING ALLOYS RUSTENBURG (PROPRIETARY)
LIMITED trading as THERMADYNE PLANT RENTAL SOUTH AFRICA
 36




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APPENDIX 3
 PRO FORMA SECTION 85 RESOLUTIONS
 RESOLUTION OF THE SHAREHOLDERS OF MAXWELD AND BRAZE (PROPRIETARY) LIMITED (REGISTRATION NUMBER
2000/010018/07) (the Company), PASSED IN GENERAL MEETING
 PRESENT
  SPECIAL RESOLUTION
    37




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##### 



Dated this 09 day of March 2006./s/ [ILLEGIBLE]

THERMADYNE INDUSTRIES INC./s/ [ILLEGIBLE]

MARTHINUS JOHANNES CROUS
 Page 38




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RESOLUTION OF THE SHAREHOLDERS OF THERMADYNE SOUTH AFRICA (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 2000/001361/07) (the Company), PASSED IN GENERAL MEETING
 PRESENT
  SPECIAL RESOLUTION
    Page 39




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##### 



Dated this 09 day of March 2006./s/ [ILLEGIBLE]

THERMADYNE INDUSTRIES INC./s/ [ILLEGIBLE]

MARTHINUS JOHANNES CROUS
 Page 40




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##### 



APPENDIX
4
 CALCULATION OF STC LIABILITY AND NOTIFICATION TO SARS
 
 Your reference:
    
    Maxweld & Braze (Pry) Ltd -
    
    9001/244/14/5Thermadyne SA (Pty) Ltd -
    
    9669/039/14/2
    Calculation of the STC attributable to the transaction on the share repurchase in terms of
section 85.
 Thermadyne SA
    
    Maxweld & Braze(Pty) Ltd
    
    (Pty)Ltd9669/039/14/2
    
    9001/244/14/5
    
    TotalIf Paid after 15 April but on or before 28 April 2006 or if the Plant Rental shares are taken in paymentFull purchase price
    
    
    14,811,725
    
    
    
    8,047,275
    
    
    
    22,859,000Qualifies for total
discount of R224087   apportioned between the two companies
    
    
    145,200
    
    
    
    78,887
    
    
    
    224,087Payment to MJ Crous
    
    
    14,666,525
    
    
    
    7,968,388
    
    
    
    22,634,913




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##### 



Thermadyne SA
    
    Maxweld & Braze(Pty) Ltd
    
    (Pty)Ltd9669/039/14/2
    
    9001/244/14/5
    
    TotalRepayment of Loan account
    
    
    1,328,750
    
    
    
    1,870,000
    
    
    
    3,198,750Proceeds attributed to the share capital
    
    
    13,337,775
    
    
    
    6,098,388
    
    
    
    19,436,163Par Value of the shares
    
    
    10
    
    
    
    10
    
    
    
    20Deemed net dividend
    
    
    13,337,765
    
    
    
    6,098,378
    
    
    
    19,436,143STC payable on this dividend @ 12,5%
    
    
    1,667,220.63
    
    
    
    762,297.25
    
    
    
    2,429,517.88If Paid after 1 April but on or before 15 April 2006Full purchase price
    
    
    14,811,725
    
    
    
    8,047,275
    
    
    
    22,859,000Qualifies for total discount of R335021 - apportioned between the two companies
    
    
    217,080
    
    
    
    117,941
    
    
    
    335,021Payment to MJ Crous
    
    
    14,594,645
    
    
    
    7,929,334
    
    
    
    22,523,979Repayment of Loan account
    
    
    1,328,750
    
    
    
    1,870,000
    
    
    
    3,198,750Proceeds attributed to the share capital
    
    
    13,265,895
    
    
    
    6,059,334
    
    
    
    19,325,229Par Value of the shares
    
    
    10
    
    
    
    10
    
    
    
    20Deemed net dividend
    
    
    13,265,885
    
    
    
    6,059,324
    
    
    
    19,325,209STC payable on this dividend @ 12,5%
    
    
    1,658,235.63
    
    
    
    757,415.50
    
    
    
    2,415,651.13If Paid after 15 March but on or before 30 March 2006Full purchase price
    
    
    14,811,725
    
    
    
    8,047,275
    
    
    
    22,859,000Qualifies for total discount of R445955 - apportioned between the two companies
    
    
    288,961
    
    
    
    156,994
    
    
    
     445,955Payment to MJ Crous
    
    
    14,522,764
    
    
    
    7,890,281
    
    
    
    22,413,045Repayment of Loan account
    
    
    1,328,750
    
    
    
    1,870,000
    
    
    
    3,198,750Proceeds
attributed to the share capital
    
    
    13,194,014
    
    
    
    6,020,281
    
    
    
    19,214,295Par Value of the shares
    
    
    10
    
    
    
    10
    
    
    
    20Deemed net dividend
    
    
    13,194,004
    
    
    
    6,020,271
    
    
    
    19,214,275STC payable on this dividend @ 12,5%
    
    
    1,649,250.50
    
    
    
    752,533.88
    
    
    
    2,401,784.38If Paid after 1 March but on or before 15 MarchFull purchase price
    
    
    14,811,725
    
    
    
    8,047,275
    
    
    
    22,859,000Qualifies for total discount of R555790 - apportioned between the two companies
    
    
    360,130
    
    
    
    195,660
    
    
    
    555,790Payment to MJ Crous
    
    
    14,451,595
    
    
    
    7,851,615
    
    
    
    22,303,210Repayment of Loan account
    
    
    1,328,750
    
    
    
    1,870,000
    
    
    
    3,198,750Proceeds attributed to the share capital
    
    
    13,122,845
    
    
    
    5,981,615
    
    
    
    19,104,460
 Page 42




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##### 



Thermadyne SA
    
    Maxweld & Braze(Pty) Ltd
    
    (Pty)Ltd9669/039/14/2
    
    9001/244/14/5
    
    TotalPar Value of the shares
    
    
    10
    
    
    
    10
    
    
    
    20Deemed net dividend
    
    
    13,122,835
    
    
    
    5,981,605
    
    
    
    19,104,440STC payable on this dividend @ 12,5%
    
    
    1,640,354.38
    
    
    
    747,700.63
    
    
    
    2,388,055.00If Paid on or before 28 February 2006STC payable on this dividend @ 12,5%
    
    
    205,044.30
    
    
    
    93,462.58
    
    
    
    298,506.88Full purchase price
    
    
    14,811,725
    
    
    
    8,047,275
    
    
    
    22,859,000Qualifies for total discount of R665627 - apportioned between the two companies
    
    
     431,299
    
    
    
    234,328
    
    
    
    665,627Payment to MJ Crous
    
    
    14,380,426
    
    
    
    7,812,947
    
    
    
    22,193,373Repayment of Loan account
    
    
    1,328,750
    
    
    
    1,870,000
    
    
    
    3,198,750Proceeds attributed to the share capital
    
    
    13,051,676
    
    
    
    5,942,947
    
    
    
    18,994,623Par Value of the shares
    
    
    10
    
    
    
    10
    
    
    
    20Deemed net dividend
    
    
    13,051,666
    
    
    
    5,942,937
    
    
    
    18,994,603STC payable on this dividend @ 12,5%
    
    
    1,631,458.25
    
    
    
    742,867.13
    
    
    
    2,374,325.38
   
 Page 43




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APPENDIX 5
 PRO FORMA SECTION 228 RESOLUTION
 RESOLUTION OF THE SHAREHOLDERS OF UNIQUE WELDING ALLOYS RUSTENBURG (PROPRIETARY) LIMITED THERMADYNE PLANT RENTAL SOUTH AFRICA (REGISTRATION NUMBER 2000/005417/07) (the Company), PASSED
IN GENERAL MEETING
 PRESENT
  RESOLUTION
 Sale Agreement
 Cession




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##### 



/s/ [ILLEGIBLE]MARTHINUS
JOHANNES CROUS as registered shareholder/s/ [ILLEGIBLE]THERMADYNE INDUSTRIES INC. as beneficial shareholder/s/ [ILLEGIBLE]HENDRIK GERT VAN ZYL
 Page 45