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                                                                   EXHIBIT 10.45

                                    AGREEMENT

      This Agreement, made as of the 1st day of July, 2004 between Valley
National Gases, Inc., a Corporation, ("VALLEY") and William A. Indelicato
("INDELICATO").

      WHEREAS, Indelicato, individually and by and through his consulting
business ADE Vantage ("CORPORATION") have an arrangement with Valley National
Gases, Inc., which expires June 30, 2004, for certain management services and
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 for general management
services and 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, through his position as Vice Chairman of the Board of
Directors and Chief Executive Officer (CEO), will provide Valley with general
management, and more specifically, manage and direct the President of Valley. On
a limited and selected basis, 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

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accordance with the Board approved Acquisition Program. Compensation for such
services will be provided as part of the management service fee covered in
Paragraphs 10 & 11.

2. Term. The term of this Agreement shall be two (2) years 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

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for such persons, including but not limited to, federal, state and local income
taxes, social security taxes, unemployment compensation taxes, workers
compensation coverage, etc.

6. ADE Vantage. 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, his
consulting business, as his agent and contractor to provide support services and
any other services executed pursuant to the Acquisition Program or otherwise
required by Valley, such as valuation support required by FASB 141/142. 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 his general management duties and 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 shall not be

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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.

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 either his management consulting
services or 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 $7,000 per month by cash
payment [to be paid, (1) for the first six months $4,000 per month and a lump
sum payment of $18,000 paid between January 1st, and January 7th, in both 2005
and 2006 and (2) for the last six months of each year, $7,000 per month.].

b. Incentive. Indelicato is eligible for an annual cash incentive bonus, with no
maximum stipulated, but rather dependent on net income after tax earnings based
upon the achievement of plan, and determined by the Board annually. For fiscal
year ending June 30, 2004, Indelicato will be paid a cash bonus of Eighty
Thousand Dollars ($80,000), with actual payment made in August, 2004.

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c. Valley shall reimburse Indelicato by cash payment for all out of pocket
expenses reasonably incurred by him, while rendering services in support of his
general management duties and the Acquisition Program, which includes office
rent (not to exceed $880 per month of which, $660 per month will be paid
directly by Valley to the landlord) cellular phone monthly charges, charges for
phone service, which is exclusively for Valley's benefit and part time
secretarial support.

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 independent professional agents
    obtained for this specific purpose, at the rate of sixty eight dollars and
    fifty cents ($68.50) 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 for financial services.

    b. Indelicato will also be personally reimbursed for his time spent on the
    Acquisition Program at a rate of one hundred and fifty dollars ($150.00) per
    hour up to a maximum of 300 hours per year. The Acquisition Program will
    include all activities related to Valley's acquisition of the distributor
    with code name "ROBOCOP". It is intended that the Acquisition Program be
    selective, with the anticipated annual expenditure for acquisitions by
    Valley being limited by strategic considerations.

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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.

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

15. 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.

16. 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.

17. Entire Agreement. This Agreement constitutes the entire Agreement between
the parties and supersedes all prior Agreements or understandings between Valley
and Indelicato, with the exception of the letter agreements pertaining to
deferred compensation on future acquisitions.

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

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IN WITNESS WHEREOF, the parties have executed this Agreement as of this day of
June 30, 2004.

                                            VALLEY NATIONAL GASES, INC.

                                            By /s/ Gary E. West
                                               -------------------------
                                                   Gary E. West

                                            Its ------------------------
                                                       Chairman

                                            /s/ William A. Indelicato
                                            ----------------------------
                                                 William A. Indelicato

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