<PAGE>


                                   AGREEMENT

                  THIS AGREEMENT, made and entered into as of the 22 day of
September, 1997 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 James R. Delaney, who resides at 2233 Ridgley Woods, Chesterfield, Missouri
63005 (the "Executive").

                                  WITNESSETH:

                  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 September 22, 1997 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.


<PAGE>




                  (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
         September 22, 1997, 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,


                                      -2-


<PAGE>



         (II) released in writing 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;



                                      -3-


<PAGE>


                           (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 September 22, 1997.

                  (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.

                  (1) "Termination Benefits" shall mean;

                           (I) an amount equal to the product of (A) Annual
                  Compensation times (B) 1.7565;

                           (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


                                      -4-


<PAGE>


                  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.





                                      -5-


<PAGE>



         4. Consulting After Termination of Employment: In the event of a
termination of 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 the eighteen months of consulting, the Company shall pay Executive
$6,754.72 per month, in advance. In consideration of such payments, the
Executive shall be obligated to provide up to, but not more than, seventy-five
days for the 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.

                  (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




                                      -6-


<PAGE>




         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.

         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


                                      -7-


<PAGE>



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.

                  (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.


                                      -8-


<PAGE>

         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 Financial Officer

                  If to the Executive:

                         James R. Delaney
                         2233 Ridgley Woods
                         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.

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




                                      -9-


<PAGE>

         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/ JAMES H. TATE
                                     --------------------------------------
                                      James H. Tate
                                      Senior Vice President & 
                                        Chief Financial Officer  


                                   EXECUTIVE


                                   /s/ JAMES R. DELANEY
                                   ----------------------------------------
                                   James R. Delaney

                                     -10-
<PAGE>

                           MONTHLY INSURANCE PREMIUM
                         SCHEDULE A - JAMES R. DELANEY



                                             1ST TWELVE           2ND TWELVE
                                               MONTHS               MONTHS
                                               ------               ------
Medical                                        $536.40              $557.86

Dental                                           46.58                48.44

Executive Supplement                            458.08               476.40

Life Insurance                                   51.45                53.51