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                                                                   EXHIBIT 10.36

                                NATCO GROUP INC.
                           CHANGE IN CONTROL AGREEMENT

         THIS AGREEMENT is entered into this 7th day of June, 2003 by and
between NATCO GROUP INC., a Delaware corporation (the "Company"), and Richard W.
FitzGerald (the "Executive").

         WHEREAS, the Company's Board of Directors (the "Board") has determined
that it is in the best interests of the Company and its stockholders to ensure
that the Company and its affiliates will have the continued dedication of the
Executive, notwithstanding the possibility, threat or occurrence of a
termination of the Executive's employment in certain circumstances, including
following a Change in Control as defined herein. The Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened
termination of the Executive's employment in such circumstances and to provide
the Executive with compensation and benefits arrangements upon such a
termination which ensure that the compensation and benefits expectations of the
Executive will be satisfied and which are competitive with those of other
corporations who may seek to employ the Executive.

         NOW, THEREFORE, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement with the Executive, and it is
hereby agreed as follows:

1.       Definitions. For purposes of this Agreement, the following terms will
have the following meanings unless otherwise expressly provided in this
Agreement:

         (a)      Board. "Board" means the Board of Directors of the Company.

         (b)      Cause. "Cause" means:

                  (i)      the Executive's willful and continued failure to
                           substantially perform the Executive's duties with the
                           Company or its affiliates (other than any such
                           failure resulting from the Executive's incapacity due
                           to physical or mental illness), after a written
                           demand for substantial performance is delivered to
                           the Executive by the Company which specifically
                           identifies the manner in which the Company believes
                           that the Executive has not substantially performed
                           his or her duties;

                  (ii)     the final conviction of the Executive of, or an
                           entering of a guilty plea or a plea of no contest by
                           the Executive, to a felony or of a misdemeanor
                           involving moral turpitude; or

                  (iii)    the willful engaging by the Executive in illegal
                           conduct or gross misconduct which is materially and
                           demonstrably injurious to the Company.

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                           For purposes of this definition, no act or failure to
                           act on the part of the Executive shall be considered
                           "willful" unless it is done, or omitted to be done,
                           by the Executive in bad faith or without a reasonable
                           belief that the action or omission was in the best
                           interests of the Company or its affiliates. Any act,
                           or failure to act, based on authority given pursuant
                           to a resolution duly adopted by the Board, the
                           instructions of a more senior officer of the Company
                           or the advice of counsel to the Company or its
                           affiliates will be conclusively presumed to be done,
                           or omitted to be done, by the Executive in good faith
                           and in the best interests of the Company and its
                           affiliates.

         (c)      Change in Control. A "Change in Control" means the occurrence
         of any one of the following events:

                  (i)      the Company is not the surviving entity in any merger
                           or consolidation (or survives only as a subsidiary of
                           an entity);

                  (ii)     the Company sells, leases or exchanges or agrees to
                           sell, lease or exchange all or substantially all of
                           its assets to any other person or entity;

                  (iii)    the Company is to be dissolved and liquidated;

                  (iv)     any person or entity, including a "group" as
                           contemplated by Section 13(d)(3) of the Securities
                           Exchange Act of 1934, as amended, acquires or gains
                           ownership or control (including, without limitation,
                           power to vote) of more than 50% of the outstanding
                           shares of the Company's voting stock (based upon
                           voting power); or

                  (v)      as a result of or in connection with a contested
                           election of Directors, the persons who were Directors
                           of the Company before such election shall cease to
                           constitute a majority of the Board.

         (d)      Date of Termination means the date specified in a Notice of
         Termination pursuant to paragraph 3 hereof, or the Executive's last
         date as an active employee of the Company and its affiliates before a
         termination of employment due to death, Disability, or other reason, as
         the case may be.

         (e)      Director. "Director" means an individual elected to the Board
         by the stockholders of the Company or by the Board under applicable
         corporate law who is serving on the Board on the date of this Agreement
         or who is elected to the Board after such date.

         (f)      Disability. "Disability" means the Executive's total and
         permanent disability as defined under the terms of the Company's
         long-term disability plan in effect on the Date of Termination.

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         (g)      Effective Period.  The "Effective Period" means the 24-month
         period following any Change in Control.

         (h)      Good Reason. "Good Reason" means, unless the Executive has
         consented in writing thereto, the occurrence of any of the following:

                  (i)      the assignment to the Executive of any duties
                           inconsistent with the Executive's position, including
                           any material change in status, title, authority,
                           duties or responsibilities or any other action which
                           results in a material diminution in such status,
                           title, authority, duties or responsibilities,
                           excluding for this purpose an isolated, insubstantial
                           and inadvertent action not taken in bad faith and
                           which is remedied by the Company or the Executive's
                           employer promptly after receipt of notice thereof
                           given by the Executive;

                  (ii)     a reduction by the Company or the Executive's
                           employer of the Executive's base salary;

                  (iii)    the relocation of the Executive's office to a
                           location more than 35 miles from its location as of
                           the Commencement Date;

                  (iv)     following a Change in Control, unless a plan
                           providing a substantially similar compensation or
                           benefit is substituted, (A) the failure by the
                           Company or any of its affiliates or successors to
                           continue in effect any material fringe benefit or
                           compensation plan, retirement plan, life insurance
                           plan, health and accident plan or disability plan in
                           which the Executive is participating prior to the
                           Change in Control, or (B) the taking of any action by
                           the Company or any of its affiliates or successors
                           which would adversely affect the Executive's
                           participation in or materially reduce his benefits
                           under any of such plans or deprive him of any
                           material fringe benefit; or

                  (v)      following a Change in Control, the failure of the
                           Company or the affiliate of the Company by which the
                           Executive is employed, or any affiliate which
                           directly or indirectly owns or controls any affiliate
                           by which the Executive is employed, to obtain the
                           assumption in writing of the Company's obligation to
                           perform this Agreement by any successor to all or
                           substantially all of the assets of the Company or
                           such affiliate within fifteen (15) days after a
                           reorganization, merger, consolidation, sale or other
                           disposition of assets of the Company or such
                           affiliate.

                  (vi)     any purported termination of the Executive's
                           employment by the Company which is not effected
                           pursuant to a Notice of Termination satisfying the
                           requirements of paragraph 3 hereof; and for purposes
                           of this Agreement, no such purported termination
                           shall be effective.

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                           For purposes of this Agreement, any determination of
                           "Good Reason" made by the Executive in good faith
                           based upon his reasonable belief and understanding
                           shall be conclusive.

         (i)      Person. "Person" means any corporation, partnership, joint
         venture, trust, sole proprietorship, limited liability company,
         unincorporated business association, individual or other entity.

2.       Term. The term ("Term") of this Agreement shall commence on the date
first above written (the "Commencement Date") and, unless terminated earlier as
provided hereunder, shall continue through the third anniversary of the
Commencement Date (the "Termination Date"); provided, however, that commencing
on the anniversary of the Commencement Date (the "Extension Date") and on each
subsequent Extension Date each year thereafter, the term of this Agreement shall
automatically be extended for one additional year, unless at least 90 days prior
to such Extension Date, the Company shall have given notice that it does not
wish to extend this Agreement. Upon the occurrence of a Change in Control during
the term of this Agreement, including any extensions thereof, this Agreement
shall automatically be extended until the end of the Effective Period and may
not be terminated by the Company during such time.

3.       Notice of Termination.

         (a)      Any termination of the Executive's employment by the Company,
         or by any affiliate of the Company by which the Executive is employed,
         for Cause, or by the Executive for Good Reason shall be communicated by
         Notice of Termination to the other party hereto given in accordance
         with paragraph 12 of this Agreement. For purposes of this Agreement, a
         "Notice of Termination" for termination of employment for Cause or for
         Good Reason means a written notice which (i) is given at least thirty
         (30) days prior to the Date of Termination; (ii) indicates the specific
         termination provision in this Agreement relied upon, (iii) to the
         extent applicable, sets forth in reasonable detail the facts and
         circumstances claimed to provide a basis for termination of the
         Executive's employment under the provision so indicated, (iv) specifies
         the employment termination date; and (v) allows the recipient of the
         Notice of Termination at least thirty (30) days to cure the act or
         omission relied upon in the Notice of Termination. The failure to set
         forth in the Notice of Termination any fact or circumstance which
         contributes to a showing of Good Reason or Cause will not waive any
         right of the party giving the Notice of Termination hereunder or
         preclude such party from asserting such fact or circumstance in
         enforcing its rights hereunder.

         (b)      A Termination of Employment of the Executive will not be
         deemed to be for Cause unless and until there has been delivered to the
         Executive a copy of a resolution duly adopted by the affirmative vote
         of not less than three-quarters of the entire membership of the Board
         at a meeting of the Board called and held for such purpose (after
         reasonable notice is provided to the Executive and the Executive is
         given an opportunity, together with counsel, to be heard before the
         Board), finding that, in the good faith opinion of the Board, the
         Executive has engaged in the conduct described in paragraph 1(b)
         hereof, and specifying the particulars of such conduct.

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         (c)      A Termination of Employment of the Executive will not be
         deemed to be for Good Reason unless the Executive gives the Notice of
         Termination provided for herein within twelve (12) months after the
         Executive has actual knowledge of the act or omission of the Company
         constituting such Good Reason.

4.       Obligations of the Company Upon Termination of Executive's Employment
Following a Change in Control

         (a)      If, during the Effective Period, the Company terminates the
         Executive's employment other than for Cause or the Executive terminates
         employment with the Company for Good Reason, the Company will pay the
         following to the Executive as soon as practicable following the Date of
         Termination, but in no event later than thirty (30) days, or such
         period otherwise specifically provided, thereafter:

                  (i)      cash in the amount of the Executive's annual base
                           salary through the Date of Termination to the extent
                           not theretofore paid, including amounts due for
                           accrued but unused vacation time;

                  (ii)     cash in the amount of the annual bonus earned by the
                           Executive through the Date of Termination based on
                           the Company's performance through such date and
                           prorationed by multiplying such bonus amount by the
                           fraction obtained by dividing the number of days in
                           the year through the Date of Termination by 365,
                           payable no later than sixty (60) days following the
                           Date of Termination;

                  (iii)    cash in an amount equal to the Executive's annual
                           base salary at the greater of (A) the rate in effect
                           at the time Notice of Termination is given or (B) the
                           rate in effect immediately preceding the Change in
                           Control, payable in a lump sum;

                  (iv)     a lump sum cash amount equal to the product of two
                           times the target annual bonus at the greater of (A)
                           the target annual bonus in effect at the time Notice
                           of Termination is given or (B) the target annual
                           bonus in effect immediately preceding the Change in
                           Control;

                  (v)      the continuation of the provision of health
                           insurance, dental insurance and life insurance
                           benefits for a period of two years following the Date
                           of Termination to the Executive and the Executive's
                           family at least equal to and to the same extent as
                           those which would have been provided to them in
                           accordance with the plans, programs, practices and
                           policies of the Company as in effect and applicable
                           generally to other peer executives and their families
                           during the 90-day period immediately preceding the
                           Effective Period or on the Date of Termination, at
                           the election of the Executive; provided, however,
                           that if the Executive becomes re-employed with
                           another employer and is eligible to receive medical
                           or other welfare benefits under another employer
                           provided plan, the medical and other

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                           welfare benefits described herein will be secondary
                           to those provided under such other plan during such
                           applicable period of eligibility.

         (b)      "Compensation" Under Retirement Plans. Any and all amounts
         paid under this Agreement in the amount of or otherwise in respect of
         the Executive's annual base salary and bonuses, whether or not deferred
         under a deferred compensation plan or program, are intended to be and
         will be "Compensation" for purposes of determining Compensation under
         any and all retirement plans sponsored or maintained by the Company or
         by any affiliate controlled by the Company.

         (c)      Deferred Bonus Under Natco Group Inc. Target Bonus Plan. The
         benefits provided under this paragraph 4 are intended to be in addition
         to and separate from any and all bonus compensation amounts earned
         under the Natco Group Inc. Target Bonus Plan ("Target Bonus Plan") the
         payment of which has been deferred under the terms of the Target Bonus
         Plan. Any and all such deferred bonus compensation shall be payable at
         the time and in the manner provided for (or elected) under the terms of
         the Target Bonus Plan.

         (d)      Effect of Death or Disability. If the Executive's employment
         is terminated by reason of the Executive's death or Disability during
         the Term of this Agreement, this Agreement shall terminate
         automatically on the date of death or, in the event of Disability, on
         the Date of Termination. In the event of the Executive's death
         following the Executive's Date of Termination, but prior to the payment
         of the severance payments and benefits provided under paragraph 4
         hereof, if any, such payments and benefits will be paid to the
         Executive's surviving spouse, or if the Executive has no surviving
         spouse, then to the Executive's estate.

         (e)      Exclusivity of Severance. The severance payments and benefits
         provided for under this Agreement are separate and apart from and, to
         the extent they are actually paid, will be in lieu of any payment under
         any policy or plan of the Company or any of its affiliates regarding
         severance payments generally.

5.       Mitigation of Damages. The Executive will not be required to mitigate
damages or the amount of any payment provided for under this Agreement by
seeking other employment or otherwise. Except as otherwise specifically provided
in this Agreement, the amount of any payment provided for under this Agreement
will not be reduced by any compensation earned by the Executive as the result of
self-employment or employment by another employer or otherwise.

6.       Stock Options. The benefits provided under paragraph 4 above are
intended to be in addition to the value of any options to acquire common stock
of the Company awarded under the Natco Group Inc. 2001 Stock Incentive Plan (the
"Stock Plan") and any other incentive or similar plan heretofore or hereafter
adopted by the Company. Notwithstanding the terms of the Stock Plan, any award
agreement entered into pursuant to the Stock Plan or any other incentive plan or
agreement, all outstanding stock options held by the Executive shall fully vest
as of the date of the Change in Control and become immediately exercisable in
accordance with their terms; provided, however, that if the Company terminates
the Executive's employment other than for Cause or the Executive terminates
employment with the Company for Good Reason

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during the Effective Period, then such stock options shall be exercisable for
the longer period of (a) three months after the Executive's Date of Termination
or (b) eighteen months after the effective date of the Change in Control, unless
the term of the stock options expires before the end of such longer period, in
which case the stock option shall be exercisable until the expiration of its
term.

7.       Limitation of Benefits.

         (a)      Anything in this Agreement to the contrary notwithstanding, in
         the event it shall be determined that any benefit, payment or
         distribution by the Company to or for the benefit of the Executive
         (whether payable or distributable pursuant to the terms of this
         Agreement or otherwise) (a "Payment") would, if paid, be subject to the
         excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then
         the Payment shall be reduced to the extent necessary to avoid the
         imposition of the Excise Tax. The Executive may select the Payments to
         be limited or reduced.

         (b)      All determinations required to be made under this Section 7,
         including whether an Excise Tax would otherwise be imposed and the
         assumptions to be utilized in arriving at such determination, shall be
         made by Independent Tax Counsel which shall provide detailed supporting
         calculations both to the Company and the Executive within fifteen (15)
         business days of the receipt of notice from the Executive that a
         Payment is due to be made, or such earlier time as is requested by the
         Company. For purposes of this paragraph, "Independent Tax Counsel" will
         mean a lawyer, a certified public accountant with a nationally
         recognized accounting firm, or a compensation consultant with a
         nationally recognized actuarial and benefits consulting firm with
         expertise in the area of executive compensation, who will be selected
         by the Company and will be reasonably acceptable to the Executive, and
         whose fees and disbursements will be paid by the Company. Any
         determination by the Independent Tax Counsel shall be binding upon the
         Company and the Executive. If, as a result of any uncertainty in the
         application of Section 4999 of the Code at the time the initial
         determination is made by the Independent Tax Counsel hereunder,
         Payments hereunder have been unnecessarily limited by this Section 7
         ("Underpayment"), consistent with the calculations required to be made
         hereunder, then the Independent Tax Counsel shall determine the amount
         of the Underpayment that has occurred and any such Underpayment shall
         be properly paid by the Company to or for the benefit of the Executive.
         If, however, Payments hereunder have not been sufficiently limited by
         this Section 7, consistent with the calculations required to be made
         hereunder, to prevent the imposition of an Excise Tax upon the
         Executive (the "Overpayment"), then the Executive shall notify the
         Company in writing within fifteen (15) days of any claim by the
         Internal Revenue Service, that, if successful, would require the
         payment by the Executive of any Excise Tax, and the Independent Tax
         Counsel shall determine the amount of Overpayment that has occurred and
         any such Overpayment shall be properly refunded by the Executive by or
         for the benefit of the Company so as to properly prevent the imposition
         of the Excise Tax.

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8.       Noncompete.

         (a)      In view of the unique and valuable services it is expected the
         Executive will render to the Company, Executive's knowledge of the
         customers, trade secrets, and other proprietary information relating to
         the business of the Company and its customers and suppliers and similar
         knowledge regarding the Company it is expected that the Executive will
         obtain, and in consideration of the compensation to be received under
         this Section 8, Executive agrees that in the event his employment with
         the Company is terminated by the Company without Cause hereof or by the
         Executive for Good Reason during the Effective Period, he will not,
         directly or indirectly, for a period beginning on the Date of
         Termination and ending on the first anniversary of such Date of
         Termination:

                  (i)      serve as an officer, director, employee, principal,
                           partner, agent, independent contractor or consultant
                           of or for, or otherwise have a financial interest in,
                           any Prohibited Business (as defined below) which
                           sells or offers to sell products or services in
                           competition with the Company or any of its
                           subsidiaries or affiliates in the Geographic
                           Territory (as defined below); provided that this
                           covenant will not prevent Executive from purchasing
                           or owning not more than one percent (1%) of any class
                           of securities of any corporation, whether or not such
                           corporation is a Prohibited Business;

                  (ii)     sell or offer to sell to any Person in the Geographic
                           Territory any goods or services of any type then sold
                           or offered by the Company or any of its subsidiaries
                           or affiliates;

                  (iii)    otherwise intentionally interfere with or cause a
                           reduction or termination of the business between the
                           Company or any of its subsidiaries or affiliates and
                           any customer or prospective customer of the Company
                           or any of its subsidiaries or affiliates;

                  (iv)     hire or attempt to hire any person employed or
                           engaged by the Company or any of its subsidiaries or
                           affiliates or encourage or solicit any such person to
                           terminate his or her employment or engagement with
                           the Company or such subsidiary or affiliate of the
                           Company;

                  (v)      intentionally interfere with or cause a reduction or
                           termination of the business relationship between the
                           Company or any of its subsidiaries or affiliates and
                           any business which supplies or supplied goods or
                           services to the Company or its subsidiaries or
                           affiliates; or

                  (vi)     make any public statement which is either intended to
                           be or reasonably likely to be injurious or
                           detrimental to the Company or any of its subsidiaries
                           or affiliates or which is derogatory to any current
                           or former director, officer or employee of the
                           Company or any of its subsidiaries or affiliates.

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         (b)      The Executive acknowledges and agrees that, given the nature
         of the businesses in which the Company and its subsidiaries and
         affiliates are engaged and given his past service as Senior Vice
         President and Chief Financial Officer of the Company, the restrictive
         covenants contained above are reasonable in the sense that they are no
         greater than is necessary to protect the legitimate interests of the
         Company and not unduly harsh and oppressive in curtailing the
         Executive's legitimate efforts to earn a livelihood. The parties
         therefore intend that these restrictive covenants be enforced to the
         fullest extent permitted by applicable law. Each of these restrictive
         covenants is a separate and independent contractual provision.

         (c)      For purpose of this Agreement, "Prohibited Business" means any
         Person that is in competition with the Company or any of its
         subsidiaries or affiliates in the oil and gas process equipment
         business; and "Geographic Territory" means the United States of
         America.

         (d)      In consideration of the restrictive covenants set forth in
         this Section 8, the Company shall pay in a lump sum to the Executive,
         on or within thirty (30) days after the Executive's Date of
         Termination, cash in an amount equal to the Executive's annual base
         salary in effect on the Date of Termination.

9.       Confidential Information; Non-Solicitation. For the Term of this
Agreement, and for the period of time during which the Executive receives
benefits pursuant to paragraph 4(a)(v) hereof, the Executive covenants and
agrees to hold in a fiduciary capacity for the benefit of the Company and its
affiliates all secret, proprietary or confidential material, knowledge, data or
any other information relating to the Company or any of its affiliated companies
and their respective businesses ("Confidential Information"), which has been
obtained by the Executive during the Executive's employment by the Company or
any of its affiliated companies and that has not been, is not now and hereafter
does not become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement), and will not,
without the prior written consent of the Company or as may otherwise be required
by law or legal process, communicate or divulge any such information, knowledge
or data to anyone other than the Company and those designated by it; the
Executive further agrees to return to the Company any and all records and
documents (and all copies thereof) and all other property belonging to the
Company or relating to the Company, its affiliates or their businesses, upon
termination of Executive's employment with the Company and its affiliates.

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10.      Rights and Remedies Upon Breach.

         (a)      The Executive hereby acknowledges and agrees that the
         provisions contained in paragraphs 8 and 9 of this Agreement (the
         "Restrictive Covenants"), are reasonable and valid in duration and in
         all other respects. If any court of competent jurisdiction determines
         that any of the Restrictive Covenants, or any part thereof, is invalid
         or unenforceable, the remainder of the Restrictive Covenants will not
         thereby be affected and will be given full effect without regard to the
         invalid portions. If any restriction contained in paragraphs 8 or 9
         hereof is deemed to be invalid, illegal or unenforceable by reason of
         the extent, duration or geographical scope thereof, or otherwise, then
         the court making such termination shall have the right to reduce such
         extent, duration, geographical scope or other provisions hereof, and in
         its reduced form such restriction shall then be enforceable in the
         manner contemplated hereby.

         (b)      If the Executive breaches, or threatens to commit a breach of,
         any of the Restrictive Covenants, the Company will have the following
         rights and remedies, each of which rights and remedies will be
         independent of the others and severally enforceable, and each of which
         is in addition to, and not in lieu of, any other rights and remedies
         available to the Company under law or in equity:

                  (i)      Specific Performance. The right and remedy to have
                           the Restrictive Covenants specifically enforced by
                           any court of competent jurisdiction, it being agreed
                           that any breach or threatened breach of the
                           Restrictive Covenants would cause irreparable injury
                           to the Company and that money damages would not
                           provide an adequate remedy to the Company.

                  (ii)     Accounting. The right and remedy to require the
                           Executive to account for and pay over to the Company
                           all compensation, profits, monies, accruals,
                           increments or other benefits derived or received by
                           the Executive as the result of any action
                           constituting a breach of the Restrictive Covenants.

                  (iii)    Cessation of Severance Benefits. The right and remedy
                           to cease any further severance, benefit or other
                           compensation payments under this Agreement to the
                           Executive or the Executive's beneficiary from and
                           after the commencement of such breach by the
                           Executive.

11.      Arbitration. The Company and Executive agree that any claim, dispute or
controversy arising under or in connection with this Agreement (including,
without limitation, any such claim, dispute or controversy arising under any
federal, state or local statute, regulation or ordinance or any of the Company's
employee benefit plans, policies or programs) shall be resolved solely and
exclusively by binding arbitration. The arbitration shall be held in the city of
Houston, Texas (or at such other location as shall be mutually agreed by the
parties). The arbitration shall be conducted in accordance with the Expedited
Employment Arbitration Rules (the "Rules") of the American Arbitration
Association (the "AAA") in effect at the time of the arbitration, except that
the arbitrator shall be selected by alternatively striking from a list of five
arbitrators supplied by the AAA. All fees and expenses of the arbitration,
including a transcript if

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either requests, shall be borne equally by the parties. If Executive prevails as
to any material issue presented to the arbitrator, the entire cost of such
proceedings (including, without limitation, Executive's reasonable attorneys
fees) shall be borne by the Company. If Executive does not prevail as to any
material issue, each party will pay for the fees and expenses of its own
attorneys, experts, witnesses, and preparation and presentation of proofs and
post-hearing briefs (unless the party prevails on a claim for which attorney's
fees are recoverable under the Rules). Any action to enforce or vacate the
arbitrator's award shall be governed by the Federal Arbitration Act, if
applicable, and otherwise by applicable state law. If either the Company or
Executive pursues any claim, dispute or controversy against the other in a
proceeding other than the arbitration provided for herein, the responding party
shall be entitled to dismissal or injunctive relief regarding such action and
recovery of all costs, losses and attorney's fees related to such action.
Notwithstanding the provisions of this paragraph, either party may seek
injunctive relief in a court of competent jurisdiction, whether or not the case
is then pending before the panel of arbitrators. Following the court's
determination of the injunction issue, the case shall continue in arbitration as
provided herein.

12.      Notices. Any notice provided for in this Agreement will be given in
writing and will be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail, postage
prepaid. Any such notice will be deemed given when so delivered personally,
telegraphed, telexed or sent by facsimile transmission, or, if mailed, on the
date of actual receipt thereof. Notices will be properly addressed to the
parties at their respective addresses set forth below or to such other address
as either party may later specify by notice to the other in accordance with the
provisions of this paragraph:

If to the Company:

         Natco Group Inc.
         Brookhollow Central III
         2950 North Loop West, Suite 750
         Houston, Texas  77092
         Attention:  General Counsel

         If to the Executive:
         Richard W. FitzGerald
         5411 Mountain View Creek Court
         Spring, TX 77379

13.      Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto, and any and all prior
employment or severance agreements and related amendments entered into between
the Company and the Executive.

14.      Waivers and Amendments. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties hereto or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege

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hereunder will operate as a waiver thereof, nor will any waiver on the part of
any party of any such right, power or privilege hereunder, nor any single or
partial exercise of any right, power or privilege hereunder, preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege hereunder.

15.      Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the state of Texas (without giving effect to the
choice of law provisions thereof), where the employment of the Executive will be
deemed, in part, to be performed, and enforcement of this Agreement or any
action taken or held with respect to this Agreement will be taken in the courts
of appropriate jurisdiction in Houston, Texas.

16.      Assignment. This Agreement, and any rights and obligations hereunder,
may not be assigned by the Executive and may be assigned by the Company only to
any successor in interest, whether by merger, consolidation, acquisition or the
like, or to purchasers of substantially all of the assets of the Company.

17.      Binding Agreement. This Agreement will inure to the benefit of and be
binding upon the Company and its respective successors and assigns and the
Executive and his legal representatives.

18.      Counterparts. This Agreement may be executed in separate counterparts,
each of which when so executed and delivered will be deemed an original, but all
of which together will constitute one and the same instrument.

19.      Headings. The headings in this Agreement are for reference purposes
only and will not in any way affect the meaning or interpretation of this
Agreement.

20.      Authorization. The Company represents and warrants that the Board of
Directors of the Company has authorized the execution of this Agreement.

21.      Validity. The invalidity or unenforceability of any provisions of this
Agreement will not affect the validity or enforceability of any other provisions
of this Agreement, which will remain in full force and effect.

22.      Tax Withholding. The Company will have the right to deduct from all
benefits and/or payments made under this Agreement to the Executive any and all
taxes required by law to be paid or withheld with respect to such benefits or
payments.

23.      No Contract of Employment. Nothing contained in this Agreement will be
construed as a contract of employment between the Company or any of its
affiliates and the Executive, as a right of the Executive to be continued in the
employment of the Company or any of its affiliates, or as a limitation of the
right of the Company or any of its affiliates to discharge the Executive with or
without cause.

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<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

THE COMPANY

NATCO GROUP INC.                                   THE EXECUTIVE

By       /s/ NATHANIEL A. GREGORY                  /s/ RICHARD W. FITZGERALD
         ----------------------------              -----------------------------
Title:   Chief Executive Officer                   Richard W. Fitzgerald


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