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                           CHANGE IN CONTROL AGREEMENT

            This Agreement (the "Agreement") made and entered into as of May 14,
1999, by and between VARLEN CORPORATION, a Delaware corporation (the "Company"),
and RICHARD A. NUNEMAKER (the "Executive");

                              W I T N E S S E T H:

            WHEREAS, the Executive currently serves as a key member of
management and his knowledge and continued service are valuable to the Company;
and

            WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its stockholders
to obtain reasonable assurance of the Executive's continued service to the
Company and continued dedication and objectivity in the event of any actual,
threatened, or potential Change in Control (as defined herein) of the Company,
without distraction or concern about any adverse effects upon the employment
status of the Executive that may result from any such Change in Control;

            NOW, THEREFORE, the Executive and the Company, in consideration of
the agreements, covenants and conditions contained herein and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, hereby agree as follows:

1. Definitions. The following terms shall have the meanings set forth below:

      a. "Cause" means the occurrence of any of the following events:

            i)    the material and substantial breach by the Executive of his
                  obligations under this Agreement;

            ii)   the willful and continued failure by the Executive to
                  substantially perform his duties and obligations to the
                  Company in his capacity as executive; or

            iii)  the conviction of the Executive of, or the express admission
                  by the Executive that he has committed, a fraud upon the
                  Company or a felony (whether or not in conjunction with the
                  performance by the Executive of his duties to the Company);

provided, however, that in each case the foregoing event shall not constitute
"Cause" unless and until (x) the Company has given written notice to the
Executive that such event has occurred and may constitute "Cause" and has
provided the Executive with an opportunity to meet with the Board to discuss
such notice and (y) in the case of a breach described in clause (i) or (ii)
above, the Executive fails to cure such breach within thirty (30) days after the
date upon which such meeting with the Board is held (or, if the Executive
declines to attend such meeting, within thirty (30) days after the date upon
which such meeting is proposed by the Board). For purposes of this definition,
no act, or failure to act, on the part

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of the Executive shall be deemed "willful" unless done, or omitted to be done,
by the Executive without good faith and without reasonable belief that the
action or omission was in the best interests of the Company.

      b. "Change in Control" means the occurrence of any of the following
events:

            i)    any person or group of persons (within the meaning of Section
                  13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
                  (the "Exchange Act"))(a "Person") acquires and holds either
                  (A) at least 25% of the then-outstanding shares of common
                  stock of the Company or (B) securities of the Company entitled
                  to cast at least 25% of the votes that may be cast in an
                  election of directors of the Company; provided, however, that
                  none of the following acquisitions of such securities shall
                  constitute a "Change in Control":

                  (A)   any acquisition by an Exempt Person; or

                  (B)   any acquisition pursuant to a reorganization, merger or
                        consolidation, provided that, pursuant to Section
                        1(b)(iii) hereof, such event does not itself constitute
                        a Change in Control;

            ii)   Incumbent Directors cease for any reason to constitute at
                  least a majority of the Board;

            iii)  a reorganization, merger or consolidation to which the Company
                  is a party, other than a reorganization, merger or
                  consolidation with an Exempt Person, is approved by the
                  requisite vote of the stockholders of the Company, unless,
                  after the occurrence of such reorganization, merger or
                  consolidation, (1) securities of the surviving company
                  entitled to cast a majority of the votes that may be cast in
                  an election of directors of the surviving company, are held by
                  the holders of the Company's outstanding common stock
                  immediately prior to the effectiveness of such transaction,
                  and (2) at least a majority of the members of the board of
                  directors of the corporation resulting from such
                  reorganization, merger or consolidation were Incumbent
                  Directors at the time of the execution of the initial
                  agreement providing for such reorganization, merger or
                  consolidation; or

            iv)   a sale of all or substantially all of the Company's assets,
                  other than to an Exempt Person, is approved by the
                  stockholders of the Company;

provided, however, that if the approval specified in clause (iii) or clause (iv)
above is obtained but such sale is terminated or abandoned by the parties
thereto prior to its effectuation, then, from and after the date of such
termination or abandonment, no Change in Control shall be deemed to have
occurred by reason of such approval; and provided further, that no Change in
Control shall be deemed to have occurred by reason of any event

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involving or arising out of a proceeding under Title 11 of the United States
Code (or the provisions of any future United States bankruptcy law), an
assignment for the benefit of creditors or an insolvency proceeding under state
or local law.

      c. "Code" means the Internal Revenue Code of 1986, as amended.

      d. "Disability" means a medically determined physical or mental impairment
as a result of which the Executive has qualified to receive long-term disability
benefits under the principal disability policy or plan adopted or maintained by
the Company for the benefit of the Executive.

      e. "Exempt Person" means any of the following:

            i)    any wholly-owned subsidiary of the Company;

            ii)   any employee benefit plan of the Company or a trustee or other
                  administrator or fiduciary holding securities under an
                  employee benefit plan of the Company; or

            iii)  the Executive or any group of persons or entities with which
                  the Executive acts in concert.

      f. "Good Reason" means the occurrence of any of the following events after
a Change in Control, unless (i) such event occurs with the Executive's express
written consent; or (ii) the event occurs in connection with termination of the
Executive's employment for Cause, Disability or death:

            i)    any reduction in the nature or scope of the authorities,
                  powers, functions, responsibilities or duties of the Executive
                  that materially diminishes the Executive's position,
                  authority, duties or responsibilities;

            ii)   the assignment by the Company to the Executive of duties or
                  responsibilities (other than isolated and incidental duties or
                  responsibilities that do not affect the Executive's position
                  or authority) inconsistent with an executive-level position;

            iii)  the requirement by the Company that the Executive be based at
                  any office or location more than 35 miles from the corporate
                  offices of the Company where the Executive was employed
                  immediately prior to the Change in Control;

            iv)   any reduction by the Company in the Executive's rate of annual
                  base salary;

            v)    any material and adverse change in the Executive's eligibility
                  for performance bonuses;

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            vi)   any material and adverse change in the Executive's eligibility
                  for long-term incentive compensation (including but not
                  limited to his rights under the Company's Supplemental
                  Executive Retirement Plan and the Company's Excess Benefits
                  Plan, each as amended) or the Company's failure to pay any
                  long-term incentive plan payment when due or the cancellation,
                  termination or postponement of any such benefits payable to
                  the Executive; provided, however, that a change in the
                  Executive's eligibility for long-term incentive compensation
                  shall not be deemed to be material and adverse if substitute
                  or additional payments or benefits to the Executive
                  substantially offset the financial impact to the Executive of
                  such change;

            vii)  any material reduction in the Executive's benefits under the
                  employee benefit plans in which he participates immediately
                  prior to the Change in Control; provided, however, that
                  reasonable increases in insurance co-payment requirements or
                  deductibles, if imposed upon all plan participants generally,
                  shall not constitute a material reduction for this purpose;
                  and further provided, that an amendment to or termination of
                  an employee benefit plan or practice shall not constitute a
                  material reduction in the Executive's benefits for this
                  purpose if substitute or additional payments or benefits to
                  the Executive substantially offset the financial impact to the
                  Executive of such amendment or termination;

            viii) any breach by the Company of any of its obligations under this
                  Agreement or any failure by the Company to pay compensation
                  and benefits when and as due to the Executive (exclusive of
                  any amounts then the subject of a bona fide dispute between
                  the Company and the Executive); or

            ix)   the failure of a successor to the Company to assume the
                  Agreement;

provided, however, that in each case the foregoing event shall not constitute
"Good Reason" until the Executive has given written notice to the Board that
such event has occurred and may constitute "Good Reason," and such event is not
cured within thirty (30) days after the date of such notice. Any event or
condition described in this Section 1(f) that occurs prior to a Change in
Control but that was at the direct or indirect request of a person who
effectuates a Change in Control or has announced an intention to effectuate a
Change in Control shall, following a Change in Control, constitute Good Reason
notwithstanding that the event or condition occurred prior to a Change in
Control.

      g. "Incumbent Directors" means individuals who, as of the date hereof,
constitute the Board, together with any individual who becomes a director
subsequent to the date hereof and whose election, or nomination for election by
the Company's stockholders, is approved by a vote of at least a majority of the
Incumbent Directors in office immediately prior to such person's election, but
excluding those individuals whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as contemplated by

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Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board.

      h. "Termination Event" means the cessation of the Executive's employment
with the Company (i) by action of the Company, other than for Cause, or (ii) by
the Executive for Good Reason, but in each case excluding termination by reason
of death or Disability of the Executive.

            2. Payment upon Occurrence of a Termination Event.

      a. In the event that a Termination Event occurs within two (2) years after
the occurrence of a Change in Control, the Company shall pay to the Executive,
within 45 days after such Termination Event, the amount equal to the lesser of:
(A) two times the Executive's "base amount" (as defined in Section 280G of the
Code as presently in effect) at the time of the Change in Control; and (B)(i)
three times the Executive's "base amount" (as defined in Section 280G of the
Code as presently in effect) at the time of the Change in Control, minus (ii)
$1.00, minus (iii) any amounts paid pursuant to Section 2(b). However, if the
Company should determine, in consultation with tax advisors satisfactory to the
Executive, that any amount payable to the Executive pursuant to this Section
2(a), either alone or in conjunction with any payments or benefits to or on
behalf of the Executive pursuant to this Agreement or otherwise, would not be
deductible by the Company, in whole or in part, for Federal income tax purposes
by reason of Section 280G of the Code or its successor, then the aggregate
amount payable to the Executive pursuant to this Section 2(a) shall be reduced
to the largest amount that, in the opinion of such tax advisors, the Company
could pay the Executive under this Section 2(a) without any part of that amount
being nondeductible by the Company as a result of Section 280G of the Code or
its successor.

      b. For a period of up to two years beginning on the occurrence of the
Termination Event the Executive shall have the right, exercisable by written
notice to the Company within 30 days after the occurrence of the Termination
Event, and subject to any limitations or restrictions imposed by any applicable
insurance plans or insurance carriers of the Company, to continue in effect at
the Company's expense any one or more insurance plans (including but not limited
to any health, prescription drug, vision, dental, accident, disability and life
insurance coverage) in effect, for the benefit of the Executive and his family,
at the time of the Termination Event. In such event, the present value at the
time of the Termination Event of the anticipated medical insurance premiums and
other costs to be paid by the Company in order to provide such coverage for such
period shall be subtracted from the amounts otherwise payable pursuant to
Section 2(a)(B).

            3. Obligations of Executive. The Executive agrees that in the event
that any person or group attempts to effect a Change in Control, he shall not
voluntarily leave the employ of the Company without Good Reason (a) until such
attempted Change in Control terminates or (b) if a Change in Control occurs,
until 120 days following such Change in Control. For purposes of this Section 3,
the existence of Good Reason shall be determined

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as if a Change in Control had occurred when such attempted Change in Control
became known to the Company.

            4. Non-Exclusivity of Rights. Nothing contained in this Agreement
shall prevent or limit the Executive's continuing or future participation in any
plan, program, policy or practice provided by the Company or any of its
affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company or any of its affiliated companies,
excepts as expressly provided herein or in such other contract or agreement.

            5. Withholding. The Executive acknowledges that salary and all other
compensation payable under this Agreement shall be subject to withholding for
income and other applicable taxes to the extent required by law, as determined
by the Company in its reasonable judgment.

            6. Waiver and Amendment. No act, delay, omission or course of
dealing on the part of any party hereto in exercising any right, power or remedy
hereunder shall operate as, or be construed as, a waiver thereof or otherwise
prejudice such party's rights, powers and remedies under this Agreement;
provided, however, that a claim for Cause by the Company or Good Reason by the
Executive must be made within 90 days of such person's knowledge of the events
constituting Cause or Good Reason, or such claim is otherwise considered waived.
This Agreement may not be amended except in a writing executed by both the
Company and the Executive.

            7. Notice. Any and all notices referred to herein shall be
sufficient if furnished in writing and delivered by hand, by facsimile
transmission or by overnight delivery service maintaining records of receipt, to
the respective parties at the following addresses:

      If to the Company:      Varlen Corporation
                              55 Shuman Boulevard
                              Naperville, IL  60566
                              Facsimile:  630-420-7123
                              Attn:  Corporate Secretary

      If to the Executive:    Richard A. Nunemaker
                              141 Cottage Hill Avenue
                              Elmhurst, Illinois  60126
                              Facsimile:  _____________

or to such other address or addresses as either party may from time to time
designate by notice given as aforesaid. Notices shall be effective when
delivered.

            8. Arbitration. Except as provided otherwise in this Agreement, all
disputes arising under or in connection with this Agreement may at the option of
either party be submitted to arbitration in Chicago, Illinois, under the rules
of the American Arbitration

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Association, and the decision of the arbitrator shall be final and binding upon
the parties. Judgment upon the award rendered may be entered and enforced in any
court having jurisdiction.

            9. Miscellaneous. Interim Advances.

      a. In the event that, during the 90-day period following any termination
of the Executive's employment after a Change in Control there is a bona fide
dispute between the Company and the Executive with respect to the Executive's
entitlement to any payments under this Agreement as a result of such termination
and such dispute has not been resolved within 90 days after the date of the
Termination Event, then, subject to Section 9(c), the Company shall pay to the
Executive, as an advance against any amounts that are claimed to be due to the
Executive under this Agreement, on 91st day after the Termination Event and on
the same date of each succeeding month until such dispute is resolved, an amount
equal to the Executive's monthly base salary as in effect immediately prior to
the Change in Control.

      b. Following any termination of the Executive's employment after a Change
of Control and until determination of the Executive's eligibility for payments
under Section 2 hereof, the Company shall, at the request of the Executive and
subject to Section 9(c), make the payments specified in Section 2(b) hereof as
advances against payments that may ultimately be payable under Section 2.

      c. The Company shall not be required to pay any amount set forth in this
Section 9 except upon receipt of a written undertaking by the Executive to repay
all such amounts to which Executive is ultimately determined not to be entitled.

            10. Miscellaneous.

      a. The rights and obligations contained herein shall be binding on and
inure to the benefit of the successors and assigns of the Company. The Executive
may not assign his rights or obligations hereunder without the express written
consent of the Company.

      b. This Agreement is in lieu of any other payments due to the Executive
exclusively as a result of a Change in Control and supersedes any prior
agreement between the Executive and the Company with respect to the subject
matter hereof.

      c. This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois.

      d. This Agreement sets forth all, and is intended by each party to be an
integration of all, of the promises, agreements and understandings between the
parties hereto with respect to the subject matter hereof.

      e. This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original, and all of which together shall constitute
one agreement binding on the parties hereto.

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      f. Each provision of this Agreement shall be considered severable and if
for any reason any provision that is not essential to the effectuation of the
basic purpose of the Agreement is determined to be invalid or contrary to any
applicable law, such invalidity shall not impair the operation of or affect
those provisions of this Agreement that are valid.

      g. Headings contained in this Agreement are inserted for reference and
convenience only and in no way define, limit, extend or describe the scope of
this Agreement or the meaning or construction of any of the provisions hereof.
As used herein, unless the context otherwise requires, the single shall include
the plural and vice versa, words of any gender shall include words of any other
gender, and "or" is used in the inclusive sense.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                        VARLEN CORPORATION


                                        By: /s/ Greg A. Rosenbaum
                                           -----------------------------

                                        RICHARD A. NUNEMAKER

                                        /s/ Richard A. Nunemaker
                                        --------------------------------