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                                                                   EXHIBIT 10.34


                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Agreement is made and entered into as of May 21, 2001, (the
"EFFECTIVE DATE") by and among Thermadyne Holdings Corporation, a Delaware
corporation ("HOLDINGS"), together with certain of its subsidiaries having
signed below (all called the "EMPLOYERS") and Osvaldo Ricci ("Employee").

                                   WITNESSETH:

         WHEREAS, Employers desire to employ Employee upon the terms set forth
herein:

         WHEREAS, Employee desires to be employed by Employers and to
appropriately memorialize the terms and conditions of such employment;

         NOW THEREFORE, Employee and Employers, in consideration of the
agreements, covenants and conditions herein, hereby agree as follows:

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 which 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 reviewed 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



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                  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, except that for the 2001 calendar year, the
                  Employee's bonus will not be less than $40,000.

         (c)      Benefits. During the Employment, Employee shall be entitled to
                  participate in such other employee benefit 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 of the date of this Agreement.

         (d)      Signing Bonus. Provided the Employee submits certain
                  documentation regarding a payment owed to the Employee by
                  Employee's prior employer, S&S Worldwide, and such
                  documentation is acceptable to the CEO, the Employers will pay
                  the Employee $50,000, subject to deductions and withholdings
                  authorized by applicable law.

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.

         (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


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                  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. However, Employee or Employee's estate,
                  heirs or beneficiaries may be entitled to receive benefits
                  pursuant to the terms of any applicable benefit plan.

         (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


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         travel and expenses incurred by Employee in the course of his
         Employment with Employers.

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 or 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.

         (a)      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.

         (b)      Definition. As used herein, "CONFIDENTIAL INFORMATION" means
                  information disclosed to or known by Employee as a direct or
                  indirect consequence of or through 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


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                  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.

         (c)      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 three (3) 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 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 or 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.


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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

SECTION 12. Invalid Provisions.

         If 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.

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


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         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 or 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 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 Agreement.

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


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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.



                                      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



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                                         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



                                         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


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                                         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



                                         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


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                                         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




Forms 5155/kb


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