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                                                                  Exhibit 10.11

                                    AGREEMENT

         This Agreement, made as of the 1st day of July, 2001 between Valley
National Gases, Inc., a Corporation, ("VALLEY") and William A. Indelicato
("INDELICATO").

         WHEREAS, Indelicato, individually and by and through his consulting
corporation ADE Vantage, Inc. ("CORPORATION") have an arrangement with Valley
National Gases, Inc., which expires June 30, 2001, for the expansion of Valley's
industrial gas and welding supply business, through acquisition and expansion of
industrial gas and welding supply distributors ("ACQUISITION PROGRAM"); and,

         WHEREAS, Valley and Indelicato desire to enter into this Agreement
setting forth Indelicato's continuing relationship with Valley in the execution
of the Acquisition Program including compensation therefore.

         WITNESSETH in consideration the mutual promises hereinafter contained
Valley and Indelicato agree as follows:

1.   Duties. Indelicato will identify, investigate and develop industrial gas
     and welding supply business distributors as prospective acquisition
     candidates. Indelicato together with Valley will qualify all potential
     distributors for acquisition and jointly target distributors for
     acquisition solicitation ("TARGET DISTRIBUTORS"). Indelicato will assist
     Valley in the solicitation, preparation of offering memoranda, contract
     negotiation, due diligence and/or any other matters necessary to assist
     Valley to consummate Target Distributor acquisitions in accordance with the
     Acquisition Program. Indelicato will also provide general management
     consulting services as may be requested by Valley Management from time to
     time. Compensation for such services will be provided as part of the
     management service fee covered in Paragraph 10.



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2.   Term. The term of this Agreement shall be one (1) year from the execution
     and delivery of this Agreement.

3.   Independent Contractor Status. It is understood that Indelicato is an
     independent contractor, representing Valley pursuant to this Agreement, and
     he shall not otherwise hold himself out to the public as employee, or
     partner of Valley. As such Indelicato is responsible, where necessary, to
     secure at his sole cost, worker's compensation, insurance, disability,
     benefits and any other insurance as may be requires by law. Valley will not
     provide, nor will it be responsible to pay for benefits for Indelicato. Any
     benefits, if provided by Indelicato for himself and/or his staff, including
     by not limited to, health insurance, paid vacation, paid holidays, sick
     leave or disability insurance coverage of whatever nature, shall be secured
     and paid for by Indelicato.

4.   Tax Duties and Responsibilities. Indelicato is responsible for the payment
     of all required payroll taxes, whether federal, state or local in nature,
     including, but not limited to, income taxes, social security taxes, federal
     unemployment compensation taxes, and any other fees, charges, licenses or
     other payments required by law.

5.   Employee's of Independent Contractor. Indelicato may employ as many
     employees as he requires, such matter resting entirely with his own
     discretion. Valley need not be advised to the employment of such
     individuals. Such persons are employed of Indelicato, and he shall be
     deemed employer of such persons. As such, Indelicato shall be responsible
     for compensation as well as all necessary insurance and payroll deductions
     for such persons, including but not limited to, federal, state and local
     income taxes, social security taxes, unemployment compensation taxes,
     workers compensation coverage, etc.



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6.   ADE Vantage, Inc. Indelicato may at his sole cost and expense (except for
     reimbursement support service costs as provided in Paragraph 11
     hereinafter), in his execution of the Acquisition Program engage
     Corporation, ADE Vantage, Inc., his consulting firm, as his agent and
     contractor to provide support services and any other services executed
     pursuant to the Acquisition Program or otherwise required of Indelicato
     hereunder. At all times, Corporation shall solely be the contractual agent
     of Indelicato and not Valley.

7.   Indemnification. Indelicato shall not be liable for the acts, negligence or
     defaults of any employee, agent or representative of Valley, nor shall he
     be liable for anything done or not done in good faith, including errors of
     judgment, acts done or committed on the advise of counsel, or mistakes of
     fact or law. Indelicato shall, without prejudice to any other rights which
     he may have, be indemnified by Valley against all liability and expense
     reasonably incurred by him in connection with any claim, action, suit or
     proceeding of whatever nature in which he may be involved as a party or
     otherwise by reason of having entered into this Agreement and the execution
     of the duties assumed hereunder relative to his execution of the
     Acquisition Program. Indemnification hereunder, shall not, however, extend
     to any liability, loss, damage claim or expense to the extent occasioned by
     or arising out of Indelicato's default hereunder or any willful misconduct
     or grossly negligent act by Indelicato, his agents and employees in his
     capacity as an Independent Contractor in the execution of his duties
     hereunder. Further, Valley agrees that ADE Vantage, Inc. shall not be
     liable and shall be held harmless for any damage or injury caused by its
     negligent mistakes, errors and omissions in and about providing financial
     services under this Agreement.


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8.   Business of Independent Contractor. During the term of this Agreement,
     Indelicato may engage in any other business which does not conflict with
     his duties hereunder, conflict with Valley's business, or otherwise impair
     the successful execution and implementation of the Acquisition Program.
     Notwithstanding, Valley and Indelicato agree that approximately sixty seven
     percent (67%) of Indelicato's time will be spent on the Acquisition
     Program.

9.   Supervision. Indelicato shall not be subject to the provisions of any
     personnel handbook or the rules and regulations of applicable employees to
     Valley since Indelicato shall fulfill his responsibilities independent of
     any without supervision or control by Valley.

10.  Compensation. Indelicato's compensation hereunder shall be set forth as
     follows: a. Indelicato will be paid a management service fee of $4,500 per
     month by cash payment [to be paid, (1) for the first six months $3,000 per
     month and a lump sum payment of $9,000 paid between January 1, 2002 and
     January 7, 2002 and (2) for the last six months $4,500 per month.] If
     however, Indelicato's time in any single calendar month exceeds 75%, then
     the $4,500 per month management service fee will be prorated upward based
     upon the actual time spent on behalf of Valley but in no case exceed $6,390
     per month. Also, if Indelicato's time in any single calendar month is less
     than 60%, then the $4,352 per month management service fee will be prorated
     downward based upon the actual time spent on behalf of Valley, but in no
     case will be less than $3,730 per month. Adjustments to the monthly
     management service fee will be made quarterly in arrears and invoiced or
     credit to Valley.

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     b.   For each acquisition which closes during the term of this Agreement
          Valley National Gases, Inc. will provide Indelicato with a bonus
          payment based upon the following calculation:

          Payment = 80(3183(S) + 5408)/V

          Where P = Payment in Dollars for each closed transaction
                S = Size of transaction (annual sales) in $ millions
                V = Percent of Strategic Value, where if V is between values
                    of 75 and 85 then for the purpose of this calculation V
                    will be set at 80.

                    If V is at a value above or below the range of 75 to 85,
                    then the actual value of V will be used.

          Strategic Value will be determined by the method consistent with past
          practices used by Indelicato and the Company as presented to Valley.
          The methodology involves ten year financial projections and a terminal
          value using agreed upon assumptions and cost savings recognized by
          Valley management as being achievable over a reasonable period of
          time. Calculations will be on a debt free basis and will be adjusted
          for assets held outside by related parties and will be further
          adjusted for all non recurring costs or income items which would not
          exist under Valley ownership.

          Strategic Value will be based upon information available immediately
          after completion of due diligence as documented by letter to L.E.
          Bandi, President, which is also used to communicate transaction
          specific information to Bank One (the "Letter").



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         Percent of Strategic Value is determined as follows:
                      (Actual Payment/Strategic Value) 100

          The Actual Payment made for the business is on a net present value
          basis including all interest bearing debt, as historically documented
          in the Letter.

     c.   Valley shall reimburse Indelicato by cash payment for all out of
          pocket expenses reasonably incurred by him, while rendering services
          in support of the Acquisition Program, excluding office rent but
          including cellular phone monthly charges and charges for phone service
          which is exclusively for Valley's benefit.

11.  Reimbursable Support Service.

     a.   Financial. Indelicato shall be entitled for financial support services
          for financial projections, evaluations as well as other necessary and
          required analyses prepared for Indelicato by Corporation or by
          independent professional agents obtained for this specific purpose, at
          the rate of eighty six dollars and fifty cents ($86.50) per hour as
          such support service costs are incurred during the term of is
          Agreement. Valley and Indelicato agree that they intend to use ADE
          Vantage, Inc. for financial services.

     b.   Approval of Valley. All such financial support services shall be
          incurred on a case by case basis, only upon the notice to and
          agreement of Valley as to the proposed nature and extent thereof.

12.  Assignment. Indelicato shall not sell, assign or transfer this Agreement,
     however, he shall have the limited right to assign the Agreement to the
     Corporation.

13.  Governing Law. This Agreement shall be subject to and governed by the laws
     of the State of West Virginia.



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14.  Renewal. This Agreement may be renewed for one year periods upon written
     acknowledgment by both parties 30 days prior to expiration.

15.  Termination of Agreement. This Agreement may be terminated at will by
     either party, at any time, by at least one hundred and eighty (180) days
     prior notice to the other party as provided hereinunder in Paragraph "15.
     Notices." In the event Indelicato dies, then in such event his estate would
     be entitled to all payments due under this Agreement for acquisitions not
     yet closed, and the same if Valley terminated the Agreement other than for
     just cause. Termination of this Agreement will in no event cause forfeiture
     of Indelicato's right to payment hereunder, which shall survive any and all
     such termination.

16.  Notices. All notices required to be given hereunder shall be in writing and
     shall be sent by certified mail, postage prepaid, to Valley and/or to
     Indelicato at the addresses indicated below, unless written notice of
     change of address is provided to other party as the address indicated.

                    To Valley: Valley National Gases, Inc., 67-43rd Street,
                    Wheeling, WV 26003; Attention: Lawrence E. Bandi

                    To Indelicato: William A. Indelicato, 72 Park Street,
                    Suite 105, New Canaan, Connecticut 06840

17.  Waiver. The waiver by either party of a breach of any provision in the
     Agreement shall not operate or be construed to operate as a waiver of any
     subsequent breach.

18.  Modification. No change, modification or waiver of any term of this
     Agreement shall be valid unless it is in writing and signed by both
     parties.

19.  Entire Agreement. This Agreement constitutes the entire Agreement between
     the parties and supersedes all prior Agreements or understandings between
     Valley and




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     Indelicato, with the exception of the letter agreements pertaining to
     deferred compensation on future acquisitions.

20.  Captions. The captions are inserted for convenience only and shall not be
     considered when interpreting any provision or terms hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of this day of
May, 2001.

                                            VALLEY NATIONAL GASES, INC.


                                            By  /s/ Lawrence E. Bandi
                                              -----------------------------
                                            Its President & CEO
                                               ----------------------------


                                                /s/ William A. Indelicato
                                              -----------------------------
                                                WILLIAM A. INDELICATO


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