**Exhibit14**

 

**THERMADYNEHOLDINGS CORPORATION**

**CODE OFETHICS FOR SENIOR MANAGEMENT**

 

This Code of Ethics isapplicable to all members of the senior management of Thermadyne HoldingsCorporation (the “**Company**”), asfurther identified below.

 

##### **STATEMENTOF PURPOSE; GUIDING PRINCIPLES**

 

The Company, in adoptingthis Code of Ethics by action of its Board of Directors, has recognized thevital importance to the Company of conducting business in full compliance withall applicable laws and, even where not required by law, with integrity andhonesty, dealing fairly with suppliers, customers, business partners andothers.

 

The purpose of this Codeof Ethics is to promote adherence to the following guiding principles andimplementing procedures by the Company’s senior management in all of theirdealings on behalf of or with the Company:

 

•                  honest and ethical conduct, includingthe ethical handling of actual or apparent conflicts of interest betweenpersonal and business or professional relationships;

 

•                  full, fair, accurate, timely, andunderstandable disclosure in reports and documents that the Company or anyCompany Affiliate (as described below) files with, or submits to, the U.S.Securities and Exchange Commission (“**SEC**”) and inother public communications, whatever the medium;

 

•                  compliance with all other applicablegovernmental laws, rules and regulations (including, but not limited to thoserelating to reporting or disclosure to any governmental authority or to thepublic of affairs of the Company or any Company Affiliate);

 

•                  prompt internal reporting ofviolations of this Code of Ethics to the appropriate persons; and

 

•                  accountability with respect tocompliance with and the interpretation and enforcement of this Code of Ethics.

 

Infurtherance of this purpose and these principles, each member of theCompany’s senior management is expected to maintain a high standard of businessethics in his or her conduct of business on behalf of the Company and CompanyAffiliates and in

 

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any of his or herpersonal relationships that may, in any way, affect the Company’s business oraffairs. In dealing with all parties on behalf of the Company, allrepresentatives of the Company should act with honesty and in an “above board”manner at all times.

 

•                  In addition, to ensure the Companymaintains a corporate culture that fosters only ethical conduct, the CoveredOfficers are expected to take a leadership role by:

 

•                            setting an example throughtheir own behavior;

 

•                            demonstrating to employeesand others that compliance with this Code of Ethics and any other code ofconduct or business conduct policy of the Company is as important as theCompany’s business and financial performance; and

 

•                            encouraging other officersand employees, and others who advise or provide services to the Company, toadhere to the purpose and principles of the Company’s codes of ethics andbusiness conduct policies and to report any concerns or potential violations ofthese codes and policies as provided by their terms.

 

##### **OFFICERS COVERED BY THIS CODE OF ETHICS**

 

ThisCode of Ethics is applicable to the officers of the Company having thefollowing responsibilities and authority: the chief executive officer, thechief financial officer, the chief legal officer, the chief accounting officeror controller of each division or subsidiary, and all persons reportingdirectly to the chief executive officer (the “**CoveredOfficers**”).

 

Allreferences herein to dealings with, or actions of or transactions with, theCompany refer also to dealings with, or actions of or transactions with, anysubsidiary of the Company, any company controlled by the company and anycompany in which the Company has any substantial investment.

 

##### **IMPLEMENTING POLICIES AND PROCEDURES**

 

Infurtherance of the purpose and principles stated above, the Covered Officersmust adhere to the following set of implementing policies and procedures:

 

**(1)  *Avoidance and Handling ofConflict of Interest Situations***

 

Each Covered Officer isexpected to avoid whenever practicable situations where his or her personalinterest may conflict with, or be reasonably perceived to conflict with,

 

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the best interests of theCompany and, where it is not possible to avoid an actual or apparent conflictof interest, to act in a manner expected to protect and advance the Company’sinterests.  Accordingly, a CoveredOfficer:

 

•                  is not permitted to compete, eitherdirectly or indirectly, with or against the Company;

 

•                  should avoid making any personalinvestment, acquiring any personal financial interest or entering into anyassociation that interferes, might interfere, or might reasonably be thought tointerfere, with his or her independent exercise of judgment on behalf of theCompany and in its best interest; and

 

•                  take or otherwise appropriate for hisor her personal benefit or the benefit of any other person or enterprise anybusiness opportunity or potential opportunity that arises or may arise in anyline of business in which the Company or any Company Affiliate engages or isconsidering engaging.

 

•                  To prevent even the appearance of aconflict of interest, no Covered Officer may engage in any transaction with theCompany or avail himself or herself of any opportunity available to the Companywithout first notifying and obtaining the written approval of the GeneralCounsel or his/her designee.  The GeneralCounsel of the Company shall decide, in accordance with such policies as theBoard of Directors or an appropriate committee thereof, whether prior notice toand written approval from the Audit Committee of the Board of Directors or ofthe full Board of Directors (or of a Company Affiliate) must be sought in agiven situation.

 

•                  To protect and advance the interestsof the Company. If the interests of the Company and the interests of a CoveredOfficer conflict or be perceived to conflict, it will generally be necessaryfor the Covered Officer to cease dealing with the situation on behalf of theCompany and for another officer or employee to act on behalf of the Company.

 

•                  There is no “bright-line” test for,or comprehensive definition of what constitutes, a conflict of interest,although at a minimum all transactions of Covered Officers must comply withapplicable laws and this Code of Ethics. Accordingly, while not every situation that may give rise to a conflictof interest can be enumerated in this Code of Ethics, a Covered Officer musttreat as a conflict of interest any situation in which any Covered Officer, orany person with whom he or she has a personal

 

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relationship,including but not limited to a family member, in-law, business associate, or aperson living in such Covered Officer’s personal residence:

 

•                            solicits or accepts,directly or indirectly, from customers, suppliers or others dealing with theCompany any kind of gift or other personal, unearned benefit as a result of hisor her position with the Company (other than non-monetary items of nominalintrinsic value);

 

•                            has any directly heldfinancial interest in any competitor;

 

•                            has any directly heldfinancial interest in any customer, supplier or other party dealing with theCompany (other than ownership of publicly traded securities of such a companyhaving in the aggregate a value of no more than $100,000);

 

•                            has a consulting,managerial or employment relationship in any capacity with a competitor,customer, supplier or other party dealing with the Company, including theprovision of voluntary services; or

 

•                            acquires, directly orindirectly, real property, leaseholds, patents or other property or rights inwhich the Company has, or the Covered Officer knows or has reason to believe atthe time of acquisition that the Company is likely to have, an interest.

 

•                  A completed certificate attesting tothe absence of any conflict of interest situation or disclosing any suchsituation will be obtained from all Covered Officers, and delivered to theAudit Committee, initially promptly after the approval of this Code of Ethicsby the Board of Directors or an individual becoming a Covered Officer, aspertinent, and, thereafter, on an annual basis.

 

**(2)  *Full, Fair and TimelyDisclosure; Adequacy of Disclosure Controls***

 

The Covered Officers areresponsible for assuring accurate, full, fair, timely and understandabledisclosure in all the Company’s public communications, including any periodicreport or other document filed with or submitted to the SEC or othergovernmental agency or entity, made by the Company and/or any Company Affiliatethat reports to the SEC.  Accordingly, itis the responsibility of each of the Covered Officers promptly to bring to theattention of the chairperson of the Audit Committee and/or the General Counsel(or other appropriate Company official, as indicated below) any credibleinformation of which he or she becomes aware that would place in doubt theaccuracy and completeness in all material respects of any disclosures of

 

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which he or she is awarethat have been made, or are to be made, directly or indirectly by the Companyand/or any Company Affiliate in any public SEC filing or submission or anyother public communication, whether oral or written (including but not limitedto a press release, investor conference call or press conference).  In addition, each Covered Officer isresponsible for promptly bringing to the attention of the General Counsel (orother appropriate Company official, as indicated below) any credibleinformation of which he or she becomes aware that indicates that the Company’ssystem for preparing its financial reports or other public disclosures areinadequate in any material respect, even if a materially inaccurate orincomplete disclosure has not result or is not expected imminently to resultfrom such inadequacy.

 

•                  The Company is required by law tokeep books and records that accurately and fairly reflect its businessoperations, its acquisition and disposition of assets and its incurrence ofliabilities, as part of a system of internal accounting controls that willensure the reliability and adequacy of these books and records and that willensure that access to Company assets is granted only as permitted by Companypolicies.  Accordingly, the CoveredOfficers shall promptly bring to the attention of the General Counsel, actingon behalf of the Disclosure Committee, and, if pertinent in accordance with theprovisions of the Code of Ethics, the other officer(s) of the Companydesignated by the Code of Ethics, any credible information of which he or sheis aware concerning:

 

•                            significant deficiencies ormaterial weaknesses in the design or operation of the Company’s system ofinternal accounting controls that could adversely affect the Company’s abilityto record, process, summarize and report financial data or any significantdeficiency or material weakness in the design or operation of the Company’ssystem for collecting, assessing and reporting to the public in a timely mannerother information required to be disclosed in accordance with SEC or Nasdaqrequirements;

 

•                            any fraud, whether or notmaterial, that involves management or other employees who have a role in theCompany’s financial reporting, disclosures or internal controls or otherwisecould affect the accuracy and timeliness of the Company’s financial reporting,e.g., persons involved in negotiating the terms of contracts with customers,suppliers or other vendors; or

 

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•                            any significant changes ininternal controls or in other factors that could significantly affect internalcontrols, including any corrective actions with regard to significantdeficiencies and materials weaknesses.

 

•                  In addition, the Company shallmaintain procedures, established by the Audit Committee, for:

 

•                            the receipt, retention, andtreatment of complaints regarding accounting, internal accounting controls, orauditing matters

 

•                            the confidential, anonymoussubmission by employees of the Company of concerns regarding questionableaccounting or auditing matters.

 

The AuditCommittee shall designate the officers and employees of the Company who willassist in the implementation of these procedures and the Covered Officers areexpected to cooperate in the implementation of these procedures.

 

Unless a Covered Officerhas raised the matter with the Disclosure Committee, the General Counsel shallnotify the Disclosure Committee of any issue regarding the adequacy in allmaterial respects of the Company’s public disclosures and/or the Company’sinternal controls and procedures raised by information reported by a CoveredOfficer as provided by this Code of Ethics, and the Disclosure Committee shalldetermine how to address the matter, including but not limited notification ofthe Audit Committee in accordance with its charter and policies (and/ornotification of the full Board of Directors) of disclosure or controldeficiencies.

 

**(3)  *Compliance With AndAdministration Of This Code Of Ethics***

 

The Covered Officersshall promptly bring to the attention of the General Counsel (or such otherperson as may be designated by the Code of Ethics or otherwise designated bythe Audit Committee, as pertinent under the circumstances) any credibleinformation he or she may receive or become aware of indicating:

 

•                  that any violation of this Code ofEthics has occurred or is imminent,

 

•                  that any violation of the U.S.federal securities laws or any rule or regulation thereunder by the Company orany Company Affiliate or any officer, employee or other agent of the Company ora Company affiliate has occurred or is imminent, or

 

•                  that any violation by the Company orany Company Affiliate or any officer, employee or other agent of the Company ora Company Affiliate of any

 

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otherlaw, rule or regulation applicable to the Company or any Company Affiliate hasoccurred or is imminent.

 

In addition, eachexecutive officer of the Company is expected to bring to the attention of theGeneral Counsel (or such other person as may be designated by the Code ofEthics or otherwise designated by the Audit Committee, as pertinent under thecircumstances) any credible information he or she may receive or become awareof indicating that any violation of this Code of Ethics by any Covered Officerhas occurred or is imminent.

 

The General Counsel orother designated Company official will promptly notify the Audit Committee ofany report he or she has received of such a violation by a Covered Officer andshall promptly notify the Disclosure Committee (other than any member who isthe subject of a report) of any report he or she has received of any other suchviolation and shall also promptly notify the Audit Committee if such aviolation may be material to the Company. The General Counsel or other designated Company official shallperiodically report to the Audit Committee regarding the reporting of actual orimminent violations of this Code of Ethics, the U.S. federal securities laws and other laws, rules or regulationsreceived in accordance with this Code of Ethics, even if they are notconsidered credible, meritorious or material.

 

In any circumstance wherea Covered Officer or executive officer may consider it impracticable orcontrary to the Company’s best interest to make a report under this Code ofEthics to the person regularly designated to receive such report under thisCode of Ethics, the report may instead be made to the Company’s chief executiveofficer and/or the Chairman of the Audit Committee.

 

Except as may beotherwise provided by the Code of Ethics or by action of the Board of Directorsor the Audit Committee pursuant to authority delegated to it by the Board ofDirectors, the Audit Committee shall be responsible for determining how areport of a violation made to it under this Code of Ethics should be addressed,including, but not limited to, the manner in which the report shall beinvestigated and, if after investigation the committee concludes the report hasmerit, the appropriate responsive action to be taken by the Company, includingmaking recommendations to the Board of Directors of action to be taken toremedy or sanction any violation.

 

•                  The Audit Committee, in accordancewith its charter, shall determine whether or not a violation of this Code ofEthics has occurred or may occur, after appropriate investigation of allrelevant facts and circumstances, and shall make recommendations to the Boardof Directors on the appropriate responsive action(s) to be taken.  Such action(s), as ultimately determined bythe Board of Directors, shall be reasonably designed to deter violations ofthis Code or other wrongdoing and to promote accountability for adherence tothis Code, and shall include appropriate remedies and sanctions.

 

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Only the Company’s Boardof Directors or a committee of the Board of Directors duly authorized by theBoard of Directors to do so may grant waivers from compliance with this Code ofEthics.  All waivers, including implicitwaivers, shall be publicly disclosed as required by applicable SEC regulationsand listing standards.  For this purpose,a “waiver” means the approval by the Company’s Board of Directors of a materialdeparture from a provision of this Code of Ethics and an “implicit waiver”means the failure of the Company’s Board of Directors to take action within areasonable period of time regarding a material departure from a provision ofthis Code of Ethics after any executive officer of the Company has made theBoard aware of such material departure.

 

•                  If the Board of Directors, or a dulyauthorized committee of the Board of Directors, decides to grant a waiver fromthis Code:

 

•                            It shall ensure that, ifcircumstances warrant, the waiver is accompanied by appropriate controlsdesigned to protect the Company from the risks of the transaction, or otherwiseattendant on the circumstances, with respect to which the waiver isgranted.  The design and implementationof such controls shall be coordinated with the Audit Committee.

 

•                            The Disclosure Committeeshall be advised of the waiver for the purposes of ensuring prompt disclosureto shareholders regarding the waiver (including the reasons for the waiver asrequired by applicable SEC rules and listing standards) and the DisclosureCommittee’s consideration of any supplement or modification of the Company’sdisclosure controls or procedures to be made in connection with or as a resultof the waiver and any related disclosure that are appropriate regarding theCompany’s disclosure controls and procedures.

 

It is the Company’spolicy that any employee who in good faith brings information regarding aviolation (or potential violation) of this Code of Ethics or the Policy to theattention of any of his or her supervisors, the Company’s General Counsel, anyofficer designated by the Policy or the Audit Committee (or any other directoror officer) shall not be disadvantaged or discriminate in any term or conditionof his or her employment (including the opportunity for promotion) by reason ofthe employee taking such action. Moreover, it is the Company’s policy to protect against any suchdisadvantage or discrimination against those supervisors, officers anddirectors who in good faith take appropriate action in response to any concernsor complaints received by them, including undertaking any investigation orreporting the matter to another authority within the Company.

 

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At least once every yearthe Board of Directors shall review the operation and adequacy of this Code ofEthics.

 

**(4)  *Sanctions For Violations***

 

In the event of a violationof this Code by a Covered Officer, the Board of Directors or its designee shalldetermine the appropriate actions to be taken. Such actions shall be reasonably designed to:

 

•                  deter future violations of this Codeor other wrongdoing,

 

•                  promote accountability for adherenceto the policies of this Code of Ethics, and

 

•                  shall include –

 

•                  written notice to the individual(s)involved that the Board has determined there has been a violation, and

•                  a censure by the Board, or demotionor re-assignment of the individual(s) involved, or the individual(s)’suspension from his or her position or employment by the Company with orwithout pay or benefits (as determined by the Board), and/or termination of hisor her employment by the Company.

 

In determining theappropriate sanction in a particular case, the Board or its designee shallconsider all relevant information, including:

 

•                  the nature and severity of theviolation,

 

•                  whether the violation was a singleoccurrence or repeated occurrences,

 

•                  whether the violation appears to havebeen intentional or inadvertent,

 

•                  whether the individual(s) involvedhad been advised prior to the violation as to the proper course of action, and

 

•                  whether or not the individual inquestion had committed other violations in the past.

 

June 15, 2003

 

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