IN RE THERMADYNE HOLDINGS CORPORATION, (Bankr.E.D.Mo. 2003)

IN THE MATTER OF: THERMADYNE HOLDINGS CORPORATION, et al., Debtors

Case No. 01-52840-399United States Bankruptcy Court, E.D. Missouri.
October 2, 2003

ORDER APPROVING THIRD APPLICATION FOR PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES OF HARNESS, DICKEY PIERCE, P.L.C., AS COUNSEL FOR THE DEBTORS
BARRY SCHERMER, Bankruptcy Judge

At St. Louis, in this District, this matter having come before the Court on the Third Application for Payment of Fees and Reimbursementof Expenses of Harness. Dickey Pierce, P.L.C., as Counsel for theDebtors (the “Application”) filed by Harness, Dickey Pierce, P.L.C. (“Harness, Dickey”), due and adequate notice of the Application and the hearing thereon having been given, the Court having considered the requested relief and the statements of counsel and all other parties-in-interest, there being no objection to the relief requested in the Application and the Court being fully advised in the premises and for good cause shown,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1. The Court finds that the services and the compensation for those services as detailed in the Application represent reasonable and necessary services rendered by Harness, Dickey to the Debtors and that the reimbursement for expenses as detailed in the Application represents reimbursement for actual, necessary expenses incurred by Harness, Dickey in connection with this case.

Page 2

2. The $1,059,304.50 in compensation for services rendered by Harness, Dickey and the $227,765.43 in reimbursement for expenses incurred by Harness, Dickey as detailed in the Application, are hereby approved and allowed.

3. The Debtor shall promptly make payment to Harness, Dickey of the unpaid portions of the above-referenced amounts.

4. No later than five (5) business days after the date of this order, the Debtors are directed to serve a copy of this order on all parties listed below and are directed to file a certificate of service no later than two (2) business days after service.

Order Prepared By:

Lloyd A. Palans, Esq. Jennifer A. Merlo, Esq. Bryan Cave LLP One Metropolitan Square 211 North Broadway Suite 3600-THC St. Louis, Missouri 63102-2750

Page 3

DISTRIBUTION LIST

Thermadyne Holdings Corporation, et al. David A. Warfield, Esq.
Attn: Vice President and General Counsel Husch Eppenberger
16052 Swingley Ridge Road 190 Carondelet Plaza, Suite 600
Suite 300 St. Louis, Missouri 63105
Chesterfield, SMissouri 63017

Gregory D. Willard, Esq. Edward S. Weisfelner, Esq.
Lloyd A. Palans, Esq. Brown Rudnick Berlack Israels LLP
David M. Unseth, Esq. 120 West 45th Street
Jennifer A. Merlo, Esq. New York, New York 10036
Bryan Cave LLP
One Metropolitan Square Bryan K. Wheelock
211 North Broadway Harness, Dickey Pierce PLC
Suite 3600-THC 7700 Bonhomme Avenue, Suite 400
St. Louis, Missouri 63102-2750 St. Louis, Missouri 63105

Alan B. Miller, Esq.
Weil, Gotshal Manges LLP
767 Fifth Avenue
New York, New York 10153

Stephen A. Youngman, Esq.
Weil, Gotshal Manges LLP
100 Crescent Court, Suite 1300
Dallas, Texas 75201

Leonora S. Long, Esq.
Office of the United States Trustee
Thomas F. Eagleton U.S. Courthouse
111 South Tenth Street, Suite 6353
St. Louis, Missouri 63102

Scott Talmadge, Esq.
Clifford Chance Rogers Wells LLP
200 Park Avenue
New York, New York 10166-0153

Steven N. Cousins, Esq.
Armstrong Teasdale LLP
One Metropolitan Square, Suite 2600
211 North Broadway
St. Louis, Missouri 63102-2740

Page 1