<PAGE>
                                                                   EXHIBIT 10.31
                             AMENDED AND RESTATED

                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is made and entered into as of June 13, 2002 by and among
Thermadyne Holdings Corporation, a Delaware corporation ("Holdings"), the
subsidiaries of Holdings signatory hereto (together with Holdings, the
"Employers"), and Osvaldo Ricci ("Employee").

                                    RECITALS

         A. Employers commenced voluntary cases under chapter 11 of title 11 of
the United States Code (the "Bankruptcy Code") on November 19, 2001 (the
"Petition Date") in the United States Bankruptcy Court for the Eastern Division
of the Eastern District of Missouri (the "Bankruptcy Court").

         B. On March 13, 2002, Employers filed with the Bankruptcy Court a
Motion Pursuant to Sections 105(a), 363(b)(1), and 365 of the Bankruptcy Code
for an Order Approving the Adoption of a Key Employee Retention Program and the
Assumption of Employment Agreements (the "Motion"). On May 13, 2002, Employers
filed with the Bankruptcy Court a Supplemental Motion for Order Approving the
Adoption of Modified Key Employee Retention Program (the "Supplemental Motion").
On May 28, 2002, Employers filed with the Bankruptcy Court a Joint Stipulation
by and between Employers and the Official Creditors' Committee Approving
Employers Supplemental Motion for Order Approving Adoption of Modified Key
Employee Retention Program, as Amended, was filed (the "Joint Stipulation").

         C. On May 28, 2002, the Bankruptcy Court entered an Order (the "Order")
approving the Joint Stipulation.

         D. Certain of Employers and Employee are parties to (i) the Executive
Employment Agreement dated May 21, 2001 and (ii) the First Amendment to
Executive Employment Agreement dated November 16, 2001 (collectively, the "Prior
Employment Agreements").

         E. Pursuant to Section 365 of the Bankruptcy Code and the Joint
Stipulation, Employers desire to assume the Prior Employment Agreements subject
to the amendments thereto that were approved by the Bankruptcy Court pursuant to
the Order and that are set forth in this Agreement.

         F. This Agreement amends, restates and supercedes the Prior Employment
Agreements in their entirety.

         NOW THEREFORE, for and in consideration of the foregoing recitals, and
in consideration of the mutual covenants, agreements, understandings,
undertakings, representations, warranties and promises hereinafter set forth,
and intending to be legally bound thereby, Employers and Employee do hereby
covenant and agree as follows:

<PAGE>

         SECTION 1. Basic Employment Provisions.

         (a) Employment. Employers hereby employ Employee (hereinafter referred
to as the "Employment") as Vice President Logistics, and Employee agrees to be
employed by Employers in such capacity, all on the terms and conditions set
forth herein.

         (b) Duties. Employee shall be subject to the direction and supervision
of the Chief Executive Officer ("CEO"), and, as the Vice President Logistics,
shall have those duties and responsibilities that are assigned to him by the CEO
consistent with his position. Employee shall devote all of his business time and
attention to the transaction of the Employer's businesses as is reasonably
necessary to discharge his supervisory management responsibilities hereunder.
Employee agrees to perform faithfully the duties assigned to him to the best of
his ability.

         SECTION 2. Compensation.

         (a) Salary. During the Employment, Employers shall pay to Employee a
salary as basic compensation for the services to be rendered by Employee
hereunder. The initial amount of such salary shall be $215,000 per annum. Such
salary shall be review no less frequently than annually by the CEO and may be
increased at the discretion of the CEO. Such salary shall accrue and be payable
in accordance with the payroll practices of Employers then in effect. All such
payments shall be subject to deductions and withholdings authorized or required
by applicable law.

         (b) Bonus. During the Employment, Employee shall additionally
participate in an annual bonus plan providing for an annual bonus opportunity
equaling 50% of Employee's annual salary. The bonus is paid at the sole
discretion of the CEO and Board of Directors. Notwithstanding the foregoing,
Employee shall be paid a bonus of $40,000 for the 2001 calendar year.

         (c) Benefits. During the Employment, Employee shall be entitled to
participate in such other employee benefits plans, programs and arrangements as
are customarily accorded the executives of Employers, including without
limitation, tax qualified profit sharing and retirement plans, group life,
hospitalization and other insurance and vacations (but excluding stock option
and other stock or equity-based compensation plans), on a basis no less
favorable than as the date of this Agreement.

         SECTION 3. Termination.

         (a) Death or Disability. The Employment shall terminate automatically
upon the death or total disability of Employee. For the purpose of this
Agreement, "total disability" shall be deemed to have occurred if Employee shall
have been unable to perform the duties of his Employment due to mental or
physical incapacity for a period of six (6) consecutive months.

         (b) Cause. Any of the Employers acting alone, may terminate the
Employment for Cause. For the purposes of this Agreement "Cause" shall be deemed
to be (i) dishonesty by the Employee or (ii) serious or frequent neglect of
Employee's obligations or duties owed to any of the Employers.

                                       2
<PAGE>


         (c) Without Cause. Any of the Employers, acting alone, may terminate
the Employment without Cause.

         (d) Constructive Termination. Employee may elect to terminate his
Employment if 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 Employers fail to expressly assume and agree to perform the
Employment Agreement in the same manner and to the same extent the Employers
would be required to perform it if no such succession had taken place.

         SECTION 4. Compensation Following Termination.

         (a) Death or Disability. If the Employment is terminated pursuant to
the provisions of Section 3(a) above, this Agreement shall terminate and no
further compensation or benefits shall be payable to Employee except that
Employee or Employee's estate, heirs or beneficiaries, as applicable, shall be
entitled, in addition to any other benefits to which Employee is or may become
entitled under any benefit plan, to receive Employee's then current basic
compensation pursuant to Section 2(a) above and the benefits to which Employee
would otherwise be entitled pursuant to Section 2(c) above for a period of 18
months from the date the Employment is terminated.

         (b) Termination for Cause or Voluntary Termination. If this Employment
is terminated for Cause pursuant to Section 3(b), or voluntarily by the
Employee, no further compensation or benefits shall be paid to Employee after
the date of termination. However, Employee may be entitled to receive benefits
pursuant to the terms of any applicable benefit plan.

         (c) Termination Without Cause. If the Employment is terminated without
cause pursuant to Section 3(c), then for twelve months after the termination,
Employee shall continue to receive from the Employers his then current basic
compensation hereunder and, for twelve months after the termination, shall
further be entitled to receive the benefits to which he would otherwise be
entitled pursuant to Section 2(c) above. Such continuation of compensation and
benefits shall continue for twelve months notwithstanding any earlier death or
reemployment of Employee.

         (d) Constructive Termination. If the Employment is terminated pursuant
to Section 3(d), then for twenty-four months after the termination, Employee
shall continue to receive from the Employers his then current basic compensation
hereunder and, for twenty-four months after the termination, shall further be
entitled to receive the benefits to which he would otherwise be entitled
pursuant to Section 2(c) above. Such continuation of compensation and benefits
shall continue for twenty-four months notwithstanding any earlier death or
reemployment of Employee.

         SECTION 5. Expense Reimbursement. Upon the submission of properly
documented expense account reports, Employers shall reimburse Employee for all
reasonable business related travel and expenses incurred by Employee in the
course of his Employment with Employers.

                                       3
<PAGE>


         SECTION 6. Assignability; Binding Nature. This Agreement shall be
binding and inure to the benefit of the parties, and their respective
successors, heirs (in the case of Employee) and assigns. No obligations of the
Employers under this Agreement may be assigned or transferred by the Employers
except that such obligations shall be assigned or transferred (as described
below) pursuant to a merger or consolidation of Holdings in which Holdings is
not the continuing entity, or the sale of liquidation of all or substantially
all of the assets of the Employers, provided that the assignee or transferee is
the surviving entity or successor to all or substantially all of the assets of
the Employers and such assignee or transferee assumes the liabilities,
obligations and duties of the Employers, as contained in this Agreement, either
contractually or as a matter of law. As used in this Agreement, the "Employers"
and "Holdings" shall mean the Employers and Holdings as hereinbefore defined,
respectively, and any successor to their business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of law, or
otherwise.

         SECTION 7. Confidential Information. Non-Disclosure. During the
Employment or at any time thereafter, irrespective of the time, manner or cause
of the termination of this Agreement, Employee will not directly or indirectly
reveal, divulge, disclose or communicate to any person or entity, other than
authorized officers, directors and employees of the Employers, in any manner
whatsoever, any Confidential Information (as hereinafter defined) of Employers
or any subsidiary of Employers without the prior written consent of the CEO.

         (a) Definition. As used herein, "Confidential Information" means
information disclosed to or known by Employee as a direct or indirect
consequence of or though the Employment about Employers or any subsidiary of
Employers, or their respective businesses, products and practices which
information is not generally known in the business in which Employers or any
subsidiary of Employers is 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
Employee, (ii) released in writing by Employers to the public or to persons who
are not under a similar obligation of confidentiality to Employers and who are
not parties to this Agreement, (iii) obtained by Employee from a third party not
under a similar obligation of confidentiality to Employers, (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 either Employers
for the benefit of Employee.

         (b) Return of Property. Upon termination of the Employment, Employee
will surrender to Employers all Confidential Information, including without
limitation, all lists, charts, schedules, reports, financial statements, books
and records of the Employers or any subsidiary of the Employers, and all copies
thereof, and all other property belonging to the Employers or any subsidiary of
the Employers, provided Employee shall be accorded reasonable access to such
Confidential Information subsequent to the Termination of Employment for any
proper purpose as determined in the reasonable judgement of any of the
Employers.

         SECTION 8. Agreement Not to Solicit Employees. Employee agrees that,
for a period of two (2) years following the termination of Employment, neither
he nor any affiliate shall, on behalf of any business engaged in a business
competitive with Employers or any subsidiary of Employers, solicit or induce, or
in any manner attempt to solicit or induce, any person employed


                                        4

<PAGE>

by, or any agent of, any of Employers or any subsidiary of Employers to
terminate his employment or agency, as the case may be, with any of Employers of
such subsidiary.

         SECTION 9. No Violation. Employee hereby represents and warrants to
Employers that the execution, delivery and performance of this Agreement by
Employee does not, with or without the giving of notice or the passage of time,
or both, conflict with, result in a default, right to accelerate or loss of
rights under any provision of any agreement or understanding to which the
Employee or, to the best knowledge of Employee, any of Employee's affiliates are
a party or by which Employee, or to the best knowledge of Employee, Employee's
affiliates may be bound or affected.

         SECTION 10. Captions. The captions, headings and arrangements used in
this Agreement are for convenience only and do not in any way affect, limit or
amplify the provisions hereof.

         SECTION 11. Notices. All Notices required or permitted to be given
hereunder shall be in writing and shall be deemed delivered, whether or not
actually received, two days after deposited in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, addressed to
the party to whom notice is being given at the specified address or at such
other address as such party may designate by notice:

                   Employers:       Thermadyne Holdings Corporation
                                    Attn:  Chief Executive Officer
                                    101 South Hanley Road, Suite 600
                                    St. Louis, MO 63105
                                    Fax:   314-746-2374

                                    and

                                    Thermadyne Holdings Corporation
                                    Attn:  General Counsel
                                    101 South Hanley Road, Suite 600
                                    St. Louis, MO 63105
                                    Fax:   314-746-2327

                   Employee:        c/o Thermadyne Holdings Corporation
                                    101 South Hanley Road, Suite 600
                                    St. Louis, Missouri 63105

         SECTION 12. Invalid Provisions. In any provision of this Agreement is
held to be illegal, invalid or unenforceable under present or future laws, such
provisions shall be fully severable, and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance for this Agreement. In
lieu of each such illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.

                                       5
<PAGE>


         SECTION 13. Amendments. This Agreement may be amended in whole or in
part only by an instrument in writing setting forth the particulars of such
amendment and duly executed by an officer of Employers and by Employee.

         SECTION 14. Waiver. No delay or omission by any party hereto to
exercise any right or power hereunder shall impair such right or power to be
construed as a waiver thereof. A waiver by any of the parties hereto of any of
the covenants to be performed by any other party or any breach thereof shall not
be construed to be a waiver of any succeeding breach thereof or of any other
covenant herein contained. Except as otherwise expressly set forth herein, all
remedies provided for in this Agreement shall be cumulative and in addition to
and not in lieu of any other remedies available to any party at law, in equity
of otherwise.

         SECTION 15. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same Agreement.

         SECTION 16. Governing Law. This Agreement shall be construed and
enforced according to the laws of the State of Missouri.

         SECTION 17. Payment Upon Death of Employee. In the event of the death
of Employee during the term hereof, any unpaid payments due either prior to
Employee's death or after Employee's death or after Employee's death shall be
payable as designated by Employee in writing to Employers. In the event of the
death of all such persons so designated by the Employee, either prior to the
death of the Employee or during any time when payments are due as provided
herein, or in the event Employee fails to so designate, or withdraws all such
designations, said payments thereafter shall be made to the Employee or to
Employee's estate.

         SECTION 18. Prior Employment Agreements. This Agreement supersedes any
and all other employment, change-in-control, severance or similar agreements
between Employee and Employers.

         SECTION 19. Jointly and Severally Liable. Each of the Employers that
have signed below is a party to this Agreement and is jointly and severally
liable for the obligations of Employers set forth in this Agreement

         SECTION 20. Acknowledgement. As a condition to Employers' assumption of
the Prior Agreements and execution of this Agreement, Employee hereby
acknowledges and agrees as follows:

         (a) Assumption of the Prior Agreements and execution of this Agreement
shall in no manner be deemed to be a commitment by Employers to continue the
Employment of Employee on or after the effective date of any chapter 11 plan of
reorganization of any Employer, subject to the Employee's right to compensation
following termination set forth in Section 4; and

         (b) Employee irrevocably waives all rights, if any, to claim that
Employee's employment under the Prior Employment Agreements was terminated,
constructively or otherwise, prior to the date hereof; and

                                       6
<PAGE>



         (c) Employee agrees that all claims, if any, against the Employers
which arose prior to the Petition Date are hereby deemed to be satisfied and
Employee irrevocably waives all rights, if any, to such claims; provided,
however, this Section 20(c) shall not apply to claims for unpaid amounts of
incidental benefits such as reimbursement for out-of-pocket expenses for travel
and entertainment, or for health or dental benefits, vacation pay, automobile
expenses and the like.

                                   * * * * *

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       7



<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amended and Restated Executive Employment Agreement as of the date first above
written.


                                    EMPLOYEE:


                                           /s/ OSVALDO RICCI
                                       ---------------------------------------
                                               Osvaldo Ricci


                                    EMPLOYERS:

                                    THERMADYNE HOLDINGS CORPORATION


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE MFG. LLC


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE INDUSTRIES, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE CAPITAL CORP.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    VICTOR EQUIPMENT COMPANY


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O. RICCI)

<PAGE>

                                    THERMADYNE INTERNATIONAL CORP.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    VICTOR GAS SYSTEMS, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    TWECO PRODUCTS, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMAL DYNAMICS CORP.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    STOODY COMPANY


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMAL ARC, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O. RICCI)
<PAGE>

                                    C&G SYSTEMS HOLDING, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    C&G SYSTEMS, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE ITALIA, SRL.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE AUSTRALIA PTY LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE ASIA/PACIFIC PTE LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE JAPAN, LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO

SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O.RICCI)
<PAGE>

                                    THERMADYNE SOUTH AMERICA HOLDINGS, LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE SOUTH AFRICA (PTY) LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    MAXWELD & BRAZE (PTY) LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    GENSET S.P.A.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    TECMO SRL


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    OCIM SRL


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO

SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O.RICCI)
<PAGE>

                                    DUXTECH PTY. LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    COMWELD GROUP PTY. LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE BRAZIL HOLDINGS, LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE VICTOR LTDA.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE CHILE HOLDINGS, LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    SOLTEC SA


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O.RICCI)
<PAGE>
                                    THERMADYNE DO BRASIL LTDA.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE INDUSTRIES LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE CYLINDER CO.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    MECO HOLDING COMPANY


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    MODERN ENGINEERING COMPANY, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE WELDING PRODUCTS CANADA, LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO



SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O.RICCI)
<PAGE>

                                    THERMADYNE DE MEXICO S.A. DE C.V.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    TWECO DE MEXICO S.A. DE C.V.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    ARCAIR STOODY EUROPE S.A.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    VICTOR EQUIPMENT DE MEXICO S.A. DE C.V.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    COMWELD GROUP PTY. LTD.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    PHILIPPINE WELDING EQUIPMENT, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO



SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O.RICCI)
<PAGE>

                                    COMWELD PHILIPPINES, INC.


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    THERMADYNE ASIA SDN BHD


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    PT COMWELD INDONESIA


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


                                    COMWELD MALAYSIA SDN


                                    By:    /s/ JAMES H. TATE
                                        ---------------------------------------
                                           James H. Tate
                                    Title: Senior Vice President & CFO


SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (O.RICCI)