EXHIBIT
10.40
 NON-QUALIFIED STOCK OPTION AGREEMENT
THERMADYNE HOLDINGS CORPORATION
 2004 STOCK INCENTIVE PLAN
 
     Terms of Plan to Control
 Exhibit A
 Grant of Option
 
  Exercisability




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a.
    
    If Average ROIOC for the Target Period is 35 percent or more,
100 percent of the Stock Option shall be vested and exercisable.b.
    
    If Average ROIOC for the Target Period is 30 percent, 67
percent of the Stock Option shall be vested and exercisable.c.
    
    If Average ROIOC for the Target Period is 25 percent, 33
percent of the Stock Option shall be vested and exercisable.d.
    
    If Average ROIOC during the Target Period does not reach 25
percent, the Stock Option is forfeited and no longer exercisable.
   a.
    
    Average ROIOC means the weighted average ROIOC for the three
fiscal years of the Company ending December 31, 2007, 2008 and 2009.b.
    
    ROIOC for a fiscal year of the Company means Adjusted
Operating EBITDA for such year divided by Invested Operating Capital for such
year.c.
    
    Invested Operating Capital for a fiscal year of the Company
is the sum of the following items from the consolidated year end balance sheet
as shown on the Companys audited financial statement for such year:Accounts receivables, less allowances for doubtful accounts
Inventories
Net property, plant and equipment
Patents and trademarks included in intangibles
Other assets
Long term receivables
Less accounts payabled.
    
    Adjusted Operating EBITDA for a fiscal year of the Company is
the sum of the following items from the consolidated year end statements of
operations as shown on the Companys audited financial statement for such year:Net income (loss) from continuing operations
Interest expense
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Net periodic postretirement benefits in excess of cash payments
Restructuring costs
LIFO
Minority interest
Severance accrual
Stock compensation expense
Provision for income tax
 Exhibit A
   Method of Exercise
  Termination of Employment
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a.
    
    an act or omission by the Optionee that causes material harm to
the Company or a Subsidiary Corporation of which the Optionee is notified in
writing by the Company and the Optionee has not corrected within ten (10) days
of such notification;
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b.
    
    any continued neglect of, or failure to perform, duties by the
Optionee of which the Optionee is notified in writing by the Company and the
Optionee has not corrected within ten (10) days of such notification;c.
    
    the Optionees performing services for any other corporation or
person which competes with the Company or a Subsidiary Corporation while he or
she is employed by the Company or a Subsidiary Corporation and without the
written approval of the chief executive officer of the Company; ord.
    
    any conviction of the Optionee or plea of guilty (or nolo
contendere) by the Optionee to a felonious crime.
  Section 6.
    
    Securities Law Restrictions and Other Restrictions on Transfer of Shares of Company
Common Stock Purchased Pursuant to this Agreement
 a.
    
    The Optionee represents that upon exercise of a Stock Option,
shares of Common Stock shall be purchased for the Optionees own account and
not on behalf of others. Federal and state securities laws govern and restrict
the Optionees right to offer, sell or otherwise dispose of any such shares
unless the shares are first registered under the Securities Act of 1933 (the
Securities Act) and state securities laws (which the Company is not required
to do), or in the opinion of the Companys counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder. The
Optionee shall not offer, sell or otherwise dispose of any shares purchased
pursuant to this Agreement in any manner unless they are first registered under
the Securities Act and any applicable state securities laws except in a
transaction which, in the opinion of counsel to the Company, is exempt from the
registration requirements.b.
    
    Restrictive Legend. The certificates representing the
shares of Common Stock purchased pursuant to this Agreement shall bear the
following legend, plus other legends the Company deems necessary or desirable
in connection with securities laws or other rules, regulations or laws.THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE ACT) AND ARE RESTRICTED SECURITIES
AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE
SOLD, OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (i) IN CONJUNCTION
WITH
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AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT,
OR (ii) IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN OPINION OF
COUNSEL TO THE CORPORATION THAT SUCH REGISTRATION OR
COMPLIANCE IS NOT REQUIRED AS TO SAID SALE, OFFER OR DISTRIBUTION.
 Non-Assignability
  Withholding Taxes
  Requirement of Notification on Section 83(b) Election
  Adjustments Upon Changes in Capitalization
  Reorganization
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Right of Discharge Reserved
  No Rights as a Stockholder
  Nature of Payments
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Committee Determinations
  Section Headings
  Notices
  Successors and Assigns
  Other Payments or Awards
  Governing Law and Venue
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Severability
  Entire Agreement Modification
  Authority to Receive Payments
  Counterparts
   THERMADYNE HOLDINGS
CORPORATION
    
    
    
    OPTIONEEBy:
    
    
    
    
    
    Optionee Signature:Patricia S. Williams
    
    
    
    Optionee Name:Date of Signature:
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Optionees Home Address:
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NON-QUALIFIED STOCK OPTION AGREEMENT
THERMADYNE HOLDINGS CORPORATION
2004 STOCK INCENTIVE PLAN
BENEFICIARY DESIGNATION
  
     Date of this Designation
    
    Signature of Participant
  11