AGREEMENT

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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 perso