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                           THIRD AMENDED AND RESTATED
                        THERMADYNE HOLDINGS CORPORATION
                       1994 EMPLOYEE STOCK PURCHASE PLAN


1.       Purpose

         The purpose of the Thermadyne Holdings Corporation 1994 Employee Stock
Purchase Plan (the "Plan") is to encourage and assist employees of Thermadyne
Holdings Corporation and the Subsidiaries to acquire an equity interest in
Thermadyne Holdings Corporation by the purchase of the Common Stock through
payroll deductions. It is the intention of the Corporation that the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code.
The provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code and the regulations promulgated thereunder.

2.       Definitions

         Whenever used in the Plan:

                  A. "Account" means a bookkeeping entry maintained by or on
         behalf of the Corporation showing the aggregate payroll deductions
         pursuant to the Plan with respect to an Eligible Employee.

                  B. "Adjusted Compensation" means Compensation, minus required
         withholding for taxes and other employee benefits deducted by the
         Corporation (or any Subsidiary) from Compensation of an Eligible
         Employee.

                  C. "Alternative Purchase Price" means eighty-five percent
         (85%) of the Fair Market Value of the Common Stock on the date of
         purchase.

                  D. "Board" means the Board of Directors of the Corporation.

                  E. "Business Day" means a day on which Common Stock is
         publicly traded, or, if the Common Stock ceases to be publicly traded,
         a day on which the Corporation is open for business

                  F. "Code" means the Internal Revenue Code of 1986, as
         amended.

                  G. "Committee" means the committee appointed by the Board to
         administer the Plan pursuant to paragraph 10 hereof.

                  H. "Common Stock" means the common stock, par value $0.01 per
         share, of the Corporation.

                                
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                  I. "Compensation" means regular straight time earnings or
         draw, but excludes compensation for overtime, commissions, bonuses,
         amounts paid as reimbursement of expenses and other additional
         compensation.

                  J. "Corporation" means Thermadyne Holdings Corporation.

                  K. "Eligible Employee" means an employee (within the meaning
         of Treasury Regulation Section 1.421.7(h)) of the Corporation or any
         of the Subsidiaries on the Option Grant Date (1) who would not,
         immediately after an Option is granted, own stock (as defined by
         Sections 423(b)(3) and 424(d) of the Code) possessing five percent or
         more of the total combined voting power or value of all classes of
         stock of the Corporation or of a Parent or any Subsidiary of the
         Corporation (a "Five Percent Shareholder"); (2) whose customary
         employment is not 20 hours or less per week; and (3) whose customary
         employment is for more than five months in any calendar year.

                  L. "Fair Market Value" means:

                  (a) if the security is listed on a national securities
         exchange or the Nasdaq National Market, the closing price, regular
         way, of the security on such exchange or the Nasdaq National
         Market, as the case may be, or if no such reported sale of the
         security shall have occurred on such date, on the latest preceding
         date on which there was such a reported sale, or

                  (b) if the security is listed on The Nasdaq SmallCap Market,
         the average of the closing bid and asked prices on The Nasdaq SmallCap
         Market or, if no such prices shall have been so reported for such
         date, on the latest preceding date for which such prices were so
         reported, or

                  (c) if the security is not listed for trading on a national
         securities exchange, The Nasdaq National Market, or The Nasdaq
         SmallCap Market, the fair market value of the security as determined
         in good faith by the Board.

                  M. "Five Percent Shareholder" has the meaning set forth in
         the definition of "Eligible Employee."

                  N. "Option" means an option to purchase Common Stock granted
         to an Eligible Employee under the Plan.

                  O. "Option Grant Date" means January 1, 1998.

                  P. "Parent" of the Corporation means any corporation, other
         than the Corporation, in an unbroken chain of corporations ending with
         the Corporation if, at the time of the granting of the Option, each of
         the corporations other than the Corporation owns stock possessing 50%
         or more of the total combined voting power of all classes of stock in
         one of the other corporations in the chain.


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                  Q. "Plan" means the Thermadyne Holdings Corporation Third
         Amended and Restated 1994 Employee Stock Purchase Plan, as set forth
         in this instrument and as amended from time to time.

                  R. "Purchase date" means the last Business Day of the Payroll
         Deduction Period, or, if earlier, the date the Plan is terminated at
         the discretion of the Board.

                  S. "Payroll Deduction Period" means the period beginning on
         January 1, 1998 and ending on December 31, 1998.

                  T. "Purchase Price" means eighty-five percent (85%) of the
         Fair Market Value of the Common Stock on the Option Grant Date.

                  U. "Subsidiary" means any corporation other than the
         Corporation in an unbroken chain of corporations beginning with the
         Corporation if, at the time of the granting of an Option to purchase
         shares of Common Stock, each of the corporations other than the last
         corporation in the unbroken chain owns stock possessing 50% or more of
         the total combined voting power of all classes of stock in one of the
         other corporations in such chain.

3.       Common Stock Subject to the Plan

         Subject to the provisions of paragraph 11 (relating to adjustment upon
changes in the Common Stock), the number of shares of Common Stock which may be
sold upon exercise of the Options granted under the Plan shall not exceed in
the aggregate 1,000,000 shares. The shares of Common Stock delivered by the
Corporation pursuant to the Plan may be treasury shares, newly issued shares or
both.

4.       Participation

                  A. An Eligible Employee of the Corporation or a Subsidiary
         may participate in the Plan by completing an enrollment agreement
         ("Enrollment Agreement") and any other necessary documents supplied by
         the Corporation authorizing payroll deductions to cover the aggregate
         purchase price of those shares of Common Stock which he intends to
         purchase pursuant to the terms of the Plan and filing such Enrollment
         Agreement with the designated officer of the Corporation prior to the
         start of the Payroll Deduction Period. Such election and authorization
         shall continue in effect for the entire Payroll Deduction Period;
         provided, however, that an Eligible Employee shall have the option to
         increase or decrease his payroll deduction once during the Payroll
         Deduction Period by filing a new Enrollment Agreement (the "Amended
         Enrollment Agreement"). The Amended Enrollment Agreement shall become
         effective on the beginning of the first calendar quarter following the
         date of filing the Amended Enrollment Agreement with the designated
         officer of the Corporation.


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                  B. An Eligible Employee's Option will lapse when the Eligible
         Employee ceases to be an employee of the Corporation or any
         Subsidiary, and the Corporation shall refund in cash, without
         interest, all amounts credited to the Account of such former Employee.
         Notwithstanding the foregoing, if an Eligible Employee's employment is
         terminated by reason of retirement, death or disability not more than
         ninety days prior to the Purchase Date, such Eligible Employee (or, in
         the event of the Eligible Employee's death, the legal representative
         or beneficiary of such Eligible Employee) shall have the right, on or
         before the Purchase Date, to elect that the Option be exercised as of
         the Purchase Date or that any amount remaining in the Account of the
         Eligible Employee be refunded to the estate or beneficiary, without
         interest.

                  C. Each Eligible Employee who does not wish to accept an
         Option to purchase shares of Common Stock granted under this Plan shall
         so signify on the Enrollment Agreement. Such election not to
         participate in the Plan for the Payroll Deduction Period shall be
         irrevocable for the Payroll Deduction Period. The failure of an
         Eligible Employee to file an Enrollment Agreement with the designated
         corporate officer prior to the start of the Payroll Deduction Period
         shall constitute an irrevocable election not to participate in the
         Plan.

                  D. Subject to the provisions of the Plan, effective on the
         Option Grant Date each Eligible Employee who is employed by the
         Corporation or a Subsidiary on the Option Grant Date shall be
         granted an option to purchase that number of whole shares of Common
         Stock equal to the quotient of (i) the lesser of the Eligible
         Employee's annual Adjusted Compensation in effect on the Option Grant
         Date or $25,000 (ii) divided by the Fair Market Value of the Common
         Stock on the Option Grant Date. In the event such an Option would
         involve the purchase of a fractional share, the number of shares which
         may be purchased shall be decreased to the next whole number.

                  E. No Eligible Employee may be granted an Option to purchase
         shares of Common Stock which would permit his total rights to purchase
         shares of stock under all employee stock purchase plans of the
         Corporation and its Parent and Subsidiaries to accrue at a rate which
         exceeds $25,000 of fair market value of such stock (determined as of
         the date of grant of such Option) for each calendar year during which
         any such Option granted to such individual is outstanding at any time.
         No person may be granted an Option under the Plan other than an
         Eligible Employee. No Options may be granted under the Plan to any Five
         Percent Shareholder.

                  F. In the case of any Eligible Employee receiving payment of
         Compensation in a currency other than United States dollars, (i) for
         purposes of determining the number of shares of Common Stock subject
         to an Option under paragraph 4(D), such Eligible Employee's Adjusted
         Compensation shall be converted into United States dollars based upon
         the foreign exchange rate at the close of busi-


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         ness on the Option Grant Date (as published in The Wall Street
         Journal), and (ii) for purposes of determining the extent to which
         such Eligible Employee exercises his Option on the Purchase Date
         pursuant to paragraph 7, the currency accumulated in such Eligible
         Employee's Account shall be converted into United States dollars at
         the foreign exchange rate at the close of business on the Purchase
         Date (as published in The Wall Street Journal).

6.       Payroll Deductions

                  A. The Purchase Price for those shares of Common stock
         subject to an Eligible Employee's Option shall be deducted in
         substantially equal installments from his Compensation during the
         Payroll Deduction Period in accordance with the Enrollment Agreement
         or the Amended Enrollment Agreement, as the case may be. Such payroll
         deductions shall commence with the first applicable payroll period
         beginning in such Payroll Deduction Period, and shall continue until
         the Purchase Date. Payroll deductions must be made in whole dollars.

                  B. All payroll deductions made pursuant to this paragraph 5
         shall be credited to an Eligible Employee's Account under the Plan. An
         Eligible Employee may not make additional payments into such Account.
         The Corporation shall have no obligation to segregate funds with
         respect to each Eligible Employee's Account.

                  C. No interest shall accrue on the Eligible Employee's
         Account.

                  D. Payroll deductions for Common Stock pursuant to an
         Enrollment Agreement or an Amended Enrollment Agreement will be
         suspended during any period of layoff, strike, or authorized leave of
         absence without pay, and in such case, the Eligible Employee will not
         be allowed to make up any such deficiency. Payroll deductions will
         resume if the Eligible Employee returns to full time status.

6.       Right to withdraw

                  A. An Eligible Employee who has accepted an Option may, at
         any time prior to his last regular payroll deduction thereunder,
         direct the Corporation to make no further deductions from his
         Compensation with respect to such Option, or may cancel the entire
         Option. Upon either of such actions, all payroll deductions with
         respect to such Option shall cease. If the Eligible Employee has
         directed that payroll deductions be discontinued, any sums theretofore
         deducted shall be retained by the Corporation until the end of the
         Payroll Deduction Period, at which time there shall be issued to the
         Eligible Employee the number of whole shares of Common Stock which can
         be purchased with the sum deducted and any remaining balance of the
         sum shall be paid to him in cash, without interest. If the Eligible
         Employee has canceled his Option, the Corporation shall refund in
         cash, without interest, all amounts credited to the Account of such
         Eligible Employee.




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                  B. Notification of an Eligible Employee's election to
         terminate deductions or to cancel an Option shall be made by the
         filing of an appropriate notice to such effect with the corporate
         officer designated by the Committee.

7.       Exercise of Option and Purchase of Shares

                  A. The Option of each Eligible Employee which remains
         outstanding on the Purchase Date shall be deemed to be exercised on
         the Purchase Date and become on such date an irrevocable obligation to
         purchase Common Stock to the extent provided in the Plan. The number
         of shares of Common Stock subject to an Option of an Eligible Employee
         which shall be purchased on the Purchase Date pursuant to the exercise
         of the Option shall be the lesser of (i) the quotient of (a) the
         amount accumulated in the Eligible Employee's Account by payroll
         deductions during the Payroll Deduction Period divided by (b) the
         lesser of (I) the Purchase Price or (II) the Alternative Purchase
         Price, or (ii) the number of shares of Common Stock subject to the
         Option as set forth in paragraph 4(D). The number of shares of Common
         Stock so determined shall be rounded down to a whole number of shares.
         As soon as practicable thereafter, certificates for the number of
         whole shares of Common Stock, determined as aforesaid, purchased by
         each Eligible Employee shall be issued to him. Any balance remaining
         in the Account of an Eligible Employee shall be refunded to him,
         without interest.

                  B. In the event that Eligible Employees would be entitled on
         the Purchase Date to exercise Options which exceed the number of
         shares of Common Stock that may be sold under the Plan upon the
         exercise of the Options pursuant to paragraph 3, then the Committee
         shall apportion the aggregate shares of Common Stock among each
         Eligible Employee by multiplying (i) the total number of shares
         available for issuance upon the exercise of Options under paragraph 3
         times (ii) the ratio of (a) the number of shares of Common Stock which
         a particular Eligible Employee would be entitled to purchase on the
         exercise of his or her Option on the Purchase Date (determined without
         regard to the limitation in paragraph 3) to (b) the total number of
         shares of Common Stock which all Eligible Employees would be entitled
         to purchase on the Purchase Date (determined without regard to
         the limitation in paragraph 3).

8.       Rights as a Shareholder

         An Eligible Employee who has accepted an Option to purchase shares of
Common Stock under the Plan shall not be entitled to any of the rights or
privileges of a shareholder of the Corporation, including the right to receive
any dividends which may be declared by the Corporation, until such time as he
has actually paid the purchase price for such shares and certificates have been
issued to him in accordance with paragraph 7 hereof.





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9.       Rights Not Transferable

         An Eligible Employee's Option is exercisable, during his lifetime,
only by him and may not be sold, pledged, assigned or transferred in any manner
other than by will or the laws of descent and distribution. Any attempt to
sell, pledge, assign or transfer such rights shall be void and shall
automatically cause the Option held by the Eligible Employee to be terminated.
In such event, the Corporation shall refund in cash, without interest, all
amounts credited to the Account of such Eligible Employee under the Plan.

10.      Administration of the Plan

         The Plan shall be administered by a committee appointed by (and
subject to removal by) the Board and consisting of at least three Directors and
such other persons as are designated by the Board (the "Committee"). The
Committee is authorized to make such uniform rules as may be necessary to carry
out the Plan's provisions. The Committee shall determine any questions arising
in the administration, interpretation and application of the Plan, and all such
determinations shall be conclusive and binding on all parties. The day-to-day
administration of the Plan may be delegated by the Committee to a subcommittee
of the Committee or such corporate officers as the Committee shall designate.

11.      Adjustment Upon Changes in Capitalization

         In the event of any change in the Common Stock of the Corporation by
reason of stock dividends, split-ups, corporate separations, recapitalizations,
mergers, consolidations, combinations, exchanges of shares and the like, the
aggregate number and class of shares available under the Plan and the number
and class of shares under Option but not yet issued under the Plan shall be
adjusted appropriately; provided, however, that no adjustment shall be made
which would result in a modification of the Options granted hereunder and
thereby disqualify the Plan as an employee stock purchase plan under the
provisions of Section 423 of the Code.

12.      Registration of Certificates

         Stock certificates shall be registered in the name of the Eligible
Employee.

13.      Amendment of Plan

         The Board may at any time amend the Plan in any respect except that,
without the approval of the shareholders of the Corporation by such vote as
would then be required for adoption of an "employee stock purchase plan" within
the meaning of Section 423 of the Code, no amendment shall be made (i)
increasing the number of shares to be reserved under the Plan (other than as
provided in paragraph 11 hereof), (ii) withdrawing the administration of the
Plan from the Committee, (iii) changing the definition of Eligible Employees,
or (iv) which would cause the Plan to fail to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Code. The modification
or


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amendment of this Plan, without the consent of an Eligible Employee, shall not
affect his rights under any uncompleted subscription agreement.

14.      Termination of the Plan

         The Plan and all rights of Eligible Employees in any offering
hereunder shall terminate at the earlier of (i) the conclusion of the Payroll
Deduction Period without the Plan's having been extended or renewed by action
of the Board, or (ii) at any time, at the discretion of the Board. Upon
termination of the Plan at the discretion of the Board, shares of Common Stock
shall be issued to Eligible Employees, (and cash, if any, remaining in the
Accounts of the Eligible Employees, shall be refunded to them,) in accordance
with Section 7A.

15.      Compliance with Law and Other Conditions

         All Options and subscription agreements under this Plan itself, shall
be governed by Section 423 of the Code and the regulations thereunder and all
applicable laws of the United States and, to the extent not superseded thereby,
laws of the State of Missouri. No shares shall be issued, sold or delivered
pursuant to the exercise of any Option granted under the Plan prior to (i) any
registration or other qualification of such shares under any state or federal
law or regulation which the Committee shall, in its absolute discretion upon
the advice of counsel, deem necessary or advisable, and (ii) the admission of
such shares to listing on any stock exchange or national market system on which
the stock may then be listed free of any conditions not acceptable to the
Committee.

16.      Miscellaneous

         The Plan shall not be deemed to constitute a contract of employment
between the Corporation and any Eligible Employee, nor shall it interfere with
the right of the Corporation or any Subsidiary to terminate any Eligible
Employee and treat him without regard to the effect which such treatment might
have upon him under the Plan.


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