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                                                                   EXHIBIT 10.28


                                NATCO GROUP INC.
                           CHANGE IN CONTROL AGREEMENT



       THIS AGREEMENT is entered into this 11th day of December, 2002 by and
between NATCO GROUP INC., a Delaware corporation (the "Company"), and J. Michael
Mayer (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 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:
       J. Michael Mayer
       6922 Buffkin Lane
       Houston, Texas 77069

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/ Patrick M. McCarthy                /s/ J. Michael Mayer
       -----------------------                --------------------------
Title: Director and President                 J. Michael Mayer
       -----------------------




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