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BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                            NATCO INTERNATIONAL INC.
                                   Suite 204
                              13569- 76[th] Avenue
                                  Surrey, B.C.
                                    V3W 2W3
                                     Canada
                           Telephone: (604) 592-0047
                           Facsimile: (604) 599-0912

                                                        Dated: February 19, 2008

LASSEN ENERGY, INC.
Suite 108A #327
300 Carlsbad Village Dr.
Carlsbad, CA 92008

Attn: Darry Boyd, Chief Executive Officer

Dear Sir:

RE:  PURCHASE AND SALE OF SHARES IN LASSEN ENERGY, INC. ("LASSEN")

Further to our various discussions to date, this letter shall, upon acceptance,
constitute the binding letter agreement ("Letter Agreement") between Natco
International Inc., a public company whose shares are listed on the NASD Over-
the-Counter Bulletin Board ("OTCBB") ("NATCO"), Lassen and the undersigned
holders of all the issued and outstanding shares of Lassen (collectively
referred to as the "SHAREHOLDERS"), with respect to the proposed purchase by
NATCO of all of the shares of Lassen (the "SHARES") from the Shareholders in
exchange for newly issued common shares of NATCO, all on the following terms and
conditions.


DEFINITIONS


ANY CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE EXPRESSLY DEFINED SHALL HAVE
      THE MEANINGS SET OUT IN THE ATTACHED SCHEDULE "A".


PURCHASE AND SALE


ON  THE FIFTH BUSINESS DAY AFTER RECEIPT OR WAIVER OF THE APPROVALS (HEREINAFTER
      DEFINED)  OR  SUCH  OTHER  DAY AS LASSEN AND NATCO MAY AGREE TO IN WRITING
      (THE "Closing Date"), THE SHAREHOLDERS  SHALL,  SUBJECT  TO  COMPLETION OR
      WAIVER OF THE CONDITIONS (HEREIN DEFINED), SELL AND TRANSFER THE SHARES TO
      NATCO FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES IN CONSIDERATION OF THE
      ISSUANCE OF 32,375,000 COMMON SHARES OF NATCO, REPRESENTING 92.5%  OF  THE
      ISSUED  AND  OUTSTANDING  COMMON  SHARES  OF  NATCO,  TO  THE SHAREHOLDERS
      (COLLECTIVELY, THE "Exchanged Shares").


THE  PARTIES  HEREBY  ACKNOWLEDGE  THAT IT IS THEIR INTENT TO MINIMIZE  THE  TAX
      CONSEQUENCES  TO THE SHAREHOLDERS,  LASSEN  AND  NATCO  ARISING  FROM  THE
      PROPOSED PURCHASE  AND SALE AND OTHER TRANSACTIONS CONTEMPLATED HEREIN AND
      AGREE  THAT,  WHERE  REASONABLY   POSSIBLE,   SUCH  TRANSACTION  SHALL  BE
      STRUCTURED SO AS TO MINIMIZE THE TAX PAYABLE BY  THE  PARTIES WITH RESPECT
      TO SUCH TRANSACTIONS.


CLOSING


THE  COMPLETION  OF  THE TRANSACTIONS CONTEMPLATED HEREIN (THE "Closing")  SHALL
      TAKE PLACE ON THE  CLOSING  DATE  AT  THE  OFFICE  OF  NATCO'S SOLICITORS,
      LESCHERT AND COMPANY, SUITE 2760, 200 GRANVILLE STREET, VANCOUVER, BRITISH
      COLUMBIA,  CANADA  AT  10:00 A.M., LOCAL TIME, OR AT SUCH OTHER  TIME  AND
      PLACE AS THE PARTIES MAY AGREE TO IN WRITING.


PRELIMINARY TRANSACTIONS AND DUE DILIGENCE REVIEW


UPON EXECUTION OF THIS LETTER  AGREEMENT  OR  AS SOON AS PRACTICABLE THEREAFTER,
      THE SHAREHOLDERS AND LASSEN SHALL:


      Permit an auditor chosen by NATCO to prepare  audited financial statements
      for the most recently completed fiscal year of  Lassen,  with  unqualified
      audit  opinions  thereon, and deliver same to NATCO or its advisors,  with
      all expenses to be paid by NATCO;


      Deliver the minute  book,  copies  of  all  material  contracts  and other
      documents  pertaining  to  the  assets, property, business and affairs  of
      Lassen, as may be requested by NATCO hereunder;


      Subject to the execution by NATCO  of  a  non-disclosure agreement and any
      third  parties,  provide  NATCO with copies of  all  of  its  intellectual
      property of every nature, whether  registered  or unregistered, including,
      without limitation, all copyrights, patents, patent  rights,  trade-marks,
      certification  marks  and industrial designs, applications of any  of  the
      foregoing, drawings and  designs,  processes,  prototypes  and  technology
      together   with   all  rights  under  any  license  agreement,  sublicense
      agreement, strategic  alliance, technology transfer agreement, development
      agreement and any other  agreements or arrangements relating to any of the
      foregoing,  except  for  any  trade  secrets  that  are  owned  by  Lassen
      (collectively, the "IP Documents");


      Provide complete access to  NATCO  and any third party experts retained by
      NATCO to inspect and approve of Lassen's  technologies  including, without
      limitation,   any   proprietary   manufacturing  information,  prototypes,
      research data, unpatented blue prints,  drawings  and  designs,  formulae,
      calculations, processes, and test models, except for any trade secrets;


      Provide NATCO with copies of any engineering studies, reports, designs and
      other  documents  pertaining  to the design, operation and application  of
      Lassen's technologies, except for any trade secrets; and


      Provide NATCO or its nominee with  such other information and documents in
      their possession and control as NATCO  may consider necessary or advisable
      in  order  to  inspect and approve of Lassen,  its  assets,  technologies,
      property, contracts and prospects;



ON OR BEFORE MARCH 15[TH],  2008  OR SUCH LATER DATE AS THE PARTIES MAY AGREE TO
      IN WRITING (THE "Review Date"), NATCO SHALL:


       complete, to its satisfaction  the  following  due diligence reviews (the
      "DUE DILIGENCE REVIEWS")


            review and approval by NATCO and such third  party  experts as NATCO
            or  its  advisors  may  specify  of  Lassen's technologies  and  the
            documents  described  in paragraph 4.1,  subject  to  execution  and
            delivery of such confidentiality agreements as Lassen may reasonably
            require;


APPROVALS


THE  OBLIGATIONS OF THE PARTIES PURSUANT  TO  THIS  LETTER  AGREEMENT  SHALL  BE
      SUBJECT TO RECEIPT OF THE FOLLOWING APPROVALS (THE "Approvals"):


      the   approval  of  the  shareholders  and  directors  of  Lassen  to  any
      transaction contemplated herein requiring such approval;


      the approval  of  the  directors  of  NATCO  and  any  authorities  having
      jurisdiction  with  respect  to  NATCO  or  any  or  all of the operations
      comprising the proposed transaction or whose approval  or  consent must be
      obtained  to  implement  or  carry  out  the  operation  thereof  as   now
      contemplated ("Regulatory Authorities"); and


      completion, to the satisfaction of NATCO, of the Due Diligence Reviews.


THE  FOREGOING  APPROVALS  MAY  BE WAIVED AT ANY TIME BY NATCO IN WRITING AT ANY
      TIME.


CONDITIONS


THE OBLIGATIONS OF NATCO PURSUANT  TO  THIS  LETTER  AGREEMENT  ARE  SUBJECT  TO
      FULFILLMENT  OF  THE  FOLLOWING CONDITIONS ON OR BEFORE THE DATE SPECIFIED
      BELOW (COLLECTIVELY, THE "Conditions"):


      on or before the Review Date,


            Lassen and the Shareholders  shall  have  provided NATCO with all of
            the documents and information considered necessary  or advisable for
            NATCO to complete its Due Diligence Reviews;


            NATCO  shall  have  completed  the  Due  Diligence  Reviews  to  its
            satisfaction;


            Lassen   shall,  where  appropriate,  have  cancelled  any  existing
            agreement  or  obligation affecting the Shares which may be required
            by  NATCO  and  shall   deliver  to  NATCO  copies  of  cancellation
            agreements, duly executed  by all holders of such options or rights,
            in the form and on terms specified by NATCO; and


            NATCO  shall  have  completed  the  Due  Diligence  Reviews  to  its
            satisfaction and shall have received  such  satisfactory  assurances
            from Regulatory Authorities in connection therewith as NATCO and its
            advisors may consider advisable.


      On  or  before  March  31[st], 2008 or such later date as the parties  may
      agree to in writing (the "AGREEMENT DATE"):


            the Shareholders and  Lassen  shall  have  executed  and delivered a
            formal agreement pertaining to the transactions contemplated  herein
            (the  "FORMAL  AGREEMENT")  to be entered into between NATCO, Lassen
            and the Shareholders substantially  in  the  form attached herein as
            Schedule   "B",   together  with  such  additional  provisions   and
            amendments as may be agreed upon between the parties;


            Lassen and NATCO shall  have  settled  the form of any agreements or
            instruments to be executed and/or delivered  by  the Shareholders or
            Lassen under or in connection with the Formal Agreement; and

            (iii) prepare all documents necessary or desirable for filing with
            the US Securities and Exchange Commission ("SEC") or the National
            Association of Securities Dealers ("NASD") in conjunction with any
            transactions contemplated herein.

      on or before the Closing Date:


            all  necessary  Approvals  shall  have  been obtained or  waived  in
            writing by NATCO;


            all  covenants,  agreements  and  obligations  to  be  performed  or
            complied with hereunder on the part  of  the Shareholders and Lassen
            at   or   prior  to  the  Closing,  including  in  particular,   the
            Shareholders'   obligation   to   deliver  the  share  certificates,
            documents  and  instruments herein provided  for,  shall  have  been
            performed and complied with as and when required hereunder;


            the representations  and  warranties  of the Shareholders and Lassen
            contained  herein  and  in  the  Formal Agreement  or  any  document
            delivered thereunder or in connection  therewith  shall  be true and
            correct in all material respects at and as of the Closing, except as
            may be in writing disclosed to and approved by NATCO; and


            provision   by   the   directors   of   Lassen   of   such   further
            representations,  warranties and covenants respecting the status  of
            Lassen,  its  assets   and  prospects  as  well  as  respecting  the
            transferability  of  the Shares  and  other  matters  as  NATCO  may
            reasonably request.


THE ABOVE STATED CONDITIONS SHALL  BE FOR THE EXCLUSIVE BENEFIT OF NATCO AND MAY
      BE WAIVED, IN WHOLE OR IN PART, BY NATCO AT ANY TIME.


THE OBLIGATIONS OF LASSEN AND SHAREHOLDERS PURSUANT TO THIS LETTER AGREEMENT ARE
      SUBJECT TO FULFILLMENT OF THE  FOLLOWING  CONDITIONS ON OR BEFORE THE DATE
      SPECIFIED BELOW:


      on or before the Agreement Date:


            NATCO shall have executed and delivered the Formal Agreement;


      on or before the Closing Date:


            NATCO   shall  have  paid  or  settled  all   of   its   outstanding
            indebtedness,  accounts payable and liabilities such that the rights
            of any creditors  thereunder are extinguished to the satisfaction of
            Lassen;


            NATCO shall have completed a reverse split of its outstanding common
            shares ("Share Split")  on  such a basis as may be necessary so that
            the number of common shares outstanding immediately prior to Closing
            ("Pre Split") will be increased  to  such  number  of  common shares
            following  completion  of the Share Split ("Post Split") that  will,
            after Closing, represent  7.5%  of  the  common shares of NATCO then
            issued and outstanding;


            all  covenants,  agreements  and  obligations  to  be  performed  or
            complied with hereunder on the part  of  NATCO  at  or  prior to the
            Closing  shall  have  been  performed  and  complied with as at  the
            Closing; and


            the representations and warranties of NATCO contained  herein and in
            the  Formal  Agreement  or any document delivered thereunder  or  in
            connection therewith shall  be  true  and  correct  in  all material
            respects  at  and  as  of  the  Closing, except as may be in writing
            disclosed to and approved by Lassen and Shareholders.


THE ABOVE STATED CONDITIONS SHALL BE FOR THE  EXCLUSIVE  BENEFIT  OF  LASSEN AND
      SHAREHOLDERS  AND  MAY  BE WAIVED, IN WHOLE OR IN PART, BY LASSEN AND  THE
      SHAREHOLDERS AT ANY TIME.

6.5   NATCO agrees to indemnify, defend and hold Lassen and the Shareholders
      harmless against and in respect of any and all claims, demands, losses,
      costs, expenses, obligations, liabilities, damages, recoveries and
      deficiencies, including interest, penalties and reasonable attorney fees
      asserted by third parties against Lassen and the Shareholders which arise
      out of, or result from (i) any breach by NATCO in performing any of its
      covenants or agreements under this Letter Agreement or in any schedule,
      certificate, exhibit or other instrument furnished or to be furnished by
      NATCO under this Letter Agreement, (ii) a failure of any representation or
      warranty in this section 6.5, (iii) any untrue statement made by NATCO in
      this Letter Agreement or (iv) any lawsuits arising out of previous
      business dealings involving NATCO.

REPRESENTATIONS AND WARRANTIES


THE SHAREHOLDERS AND LASSEN ACKNOWLEDGE  THAT,  AS PART OF THE FORMAL AGREEMENT,
      THEY  WILL  BE REQUIRED TO JOINTLY AND SEVERALLY  REPRESENT,  WARRANT  AND
      COVENANT TO NATCO,  EFFECTIVE  AS  AT  THE  TIME OF CLOSING ON THE CLOSING
      DATE, AMONG OTHER THINGS, THAT:


      the  Shares are validly issued and outstanding  as  fully  paid  and  non-
      assessable  shares  and  the Shareholders are the beneficial owners of and
      have the right and authority  to  dispose  of and give good and marketable
      title to the Shares free and clear of all liens, charges, encumbrances and
      restrictions  on  transfer of any nature whatsoever  save  those  existing
      pursuant to applicable securities legislation;


      Lassen is duly incorporated  and  in  good  standing  with  respect to its
      annual corporate filings under the laws of the State of California;


      the   authorized  capital  of  Lassen  consists  of  1,000,000,000  common
      shares,par  value  $1.00  per share, of which 32,375,000 common shares are
      issued and outstanding and  there  are  no individuals or companies who or
      which beneficially own, directly or indirectly,  any  of  the  issued  and
      outstanding shares of Lassen other than the Shareholders;


      prior to the Closing Date, Lassen will amend its Articles of Incorporation
      for  the  sole  purpose  of amending the par value of its common shares to
      $.001 per share;


      there are no options, warrants,  rights  or  agreements  outstanding  with
      respect  to  the  issued  or  unissued  shares and there are no securities
      convertible or exchangeable into shares of  Lassen  except as have been in
      writing disclosed to and approved by NATCO prior to the Review Date;


      Lassen  is not indebted to the Shareholders and the Shareholders  are  not
      indebted  to  Lassen,  except  as  has  been  in  writing disclosed to and
      approved by NATCO prior to the Review Date;


      all  material  transactions  of  Lassen  have  been promptly  or  properly
      recorded or filed in or with its respective books and records;


      Lassen is not a party to or threatened with any litigation action, suit or
      proceeding  in  any  court  or  before any administrative  tribunal  which
      affects or may affect Lassen or its  assets  nor,  to the knowledge of the
      Shareholders  and Lassen after due inquiry, is any such  action,  suit  or
      proceeding pending or threatened nor is there any basis therefor;


      Lassen has made and filed any and all tax returns and other filings as and
      when required by  the  relevant  taxation  authority,  all  of  which  are
      accurate and complete in every material respect, and has made and remitted
      all  required  employee  deductions,  tax  remittances  and other payments
      required by law as and when required and is not currently required to make
      any further assessment, reassessment, demand for payment or filing nor, to
      the  knowledge of the Shareholders and Lassen, after due inquiry,  is  any
      such action or proceeding pending or threatened;


      Lassen  beneficially  owns all right, title and interest in and to each of
      the material assets or  which are now used by it or are now held by it for
      use hereafter to gain revenue  from  operations,  free  and  clear  of all
      liens,  charges and encumbrances whatsoever, except as has been in writing
      disclosed to and approved by NATCO prior to the Review Date;


      the financial  statements of Lassen for its most recently completed fiscal
      year (the "FINANCIAL  STATEMENTS")  will  be  prepared  in accordance with
      generally accepted accounting principles and upon preparation and delivery
      hereunder shall be, true and correct in every material respect and present
      fairly and accurately the financial condition and position of Lassen as at
      the date to which the Financial Statements were prepared  (the  "STATEMENT
      DATE")  and  the results of its operations for the fiscal period ended  on
      the Statement Date;


      no material adverse  changes have occurred in Lassen's financial condition
      as disclosed in the Financial  Statements since the Statement Date, except
      as has been in writing disclosed  to  and  approved  by NATCO prior to the
      Review Date;


      there   are   no   advances,   debts,  duties,  endorsements,  guarantees,
      liabilities,  obligations, responsibilities  and  undertakings  of  Lassen
      assumed, created,  incurred  or  made,  whether  voluntary or involuntary,
      however arising, whether due or not due, absolute,  contingent, liquidated
      or unliquidated, determined or undetermined, direct or  indirect,  express
      or implied, and whether Lassen may be liable individually or jointly  with
      others   ("INDEBTEDNESS"),  except  as  is  set  forth  in  the  Financial
      Statements elsewhere herein; and


      Lassen and  the  Shareholders  agree  to  indemnify, defend and hold NATCO
      harmless against and in respect of any and  all  claims,  demands, losses,
      costs,   expenses,  obligations,  liabilities,  damages,  recoveries   and
      deficiencies,  including  interest, penalties and reasonable attorney fees
      asserted by third parties against NATCO which arise out of, or result from
      (i) any breach by Lassen or  the  Shareholders  in performing any of their
      covenants or agreements under this Letter Agreement  or  in  any schedule,
      certificate,  exhibit or other instrument furnished or to be furnished  by
      Lassen under this  Agreement,  (ii)  a  failure  of  any representation or
      warranty in this section 7.1 or (iii) any untrue statement  made by Lassen
      or the Shareholders in this Letter Agreement.


THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS BY THE SHAREHOLDERS OR
      LASSEN  SET  FORTH  IN  SECTION 7.1 OR CONTAINED ELSEWHERE IN THIS  LETTER
      AGREEMENT  OR ANY CERTIFICATES  OR  OTHER  DOCUMENTS  DELIVERED  TO  NATCO
      PURSUANT TO  THE  PROVISIONS HEREOF OR IN CONNECTION WITH THE TRANSACTIONS
      CONTEMPLATED HEREBY, ARE, EXCEPT WHERE OTHERWISE EXPRESSLY STATED, TRUE AS
      OF THE DATE AND TIME  OF  EXECUTION  HEREOF BY THE SHAREHOLDERS AND LASSEN
      AND SHALL BE TRUE AT AND AS OF TIME OF  CLOSING  ON THE CLOSING DATE AS IF
      THOSE REPRESENTATIONS OR WARRANTIES, COVENANTS AND AGREEMENTS WERE MADE AT
      AND AS SUCH TIME.  NOTWITHSTANDING ANY INVESTIGATIONS OR ENQUIRIES MADE BY
      NATCO PRIOR TO THE CLOSING DATE OR THE WAIVER OF ANY  CONDITION  BY NATCO,
      THE   REPRESENTATIONS,   WARRANTIES,   COVENANTS  AND  AGREEMENTS  OF  THE
      SHAREHOLDERS AND LASSEN SHALL SURVIVE THE CLOSING DATE AND NOTWITHSTANDING
      THE CLOSING OF THE PURCHASE AND SALE HEREIN  PROVIDED  FOR, SHALL CONTINUE
      IN FULL FORCE AND EFFECT FOR A PERIOD OF ONE YEAR FROM THE CLOSING DATE.


TRANSACTIONS ON AND BEFORE CLOSING


THE SHAREHOLDERS AND LASSEN SHALL:


      As soon as practicable after the Agreement Date and, in  any  event, prior
      to  the  Closing  Date,  deliver  the following documents to NATCO or  its
      solictor in trust to be released in the manner specified herein:


            Executed and completed transfers  and  other  documents necessary or
            advisable to transfer to NATCO the legal and beneficial ownership of
            the Shares; and


            a  directors'  resolution,  duly  executed by all the  directors  of
            Lassen and dated as of the Closing  Date,  authorizing and approving
            the sale of the Shares to NATCO or its nominees  and the issuance of
            a new share certificate evidencing same.


      On or before the Closing, deliver the following documents to NATCO:


            irrevocable  instructions to NATCO's Solicitor to release  to  NATCO
            each of the documents  delivered  pursuant  to  this Agreement which
            have not previously been released to NATCO;


            such  other solicitors' opinions, officer's certificates  and  other
            documents  respecting ownership and valid transfer of the Shares and
            respecting the  affairs  of  Lassen  as  relate  to the transactions
            contemplated  hereby  as  may  be  reasonably requested  by  NATCO's
            Solicitor; and


            All documents required to be delivered  to  NATCO  pursuant  to this
            paragraph  8  shall  be  duly executed, authorized and completed and
            shall be in the form approved by NATCO's Solicitor.


ON OR BEFORE CLOSING, NATCO SHALL:


      Deliver  or  cause to be delivered  any  other  documents  or  instruments
      required to be  delivered by NATCO under the Formal Agreement, this Letter
      Agreement or any  other  agreement or instrument delivered or entered into
      under any of the foregoing; and


      Deliver such other documents respecting the completion of the transactions
      herein as Lassen and the Shareholders may reasonably request.


TERMINATION


UNLESS OTHERWISE AGREED TO IN WRITING  BY  ALL  OF  THE  PARTIES  HERETO, IF THE
      CONDITIONS  HAVE  NOT BEEN FULFILLED OR WAIVED BY NATCO ON OR BEFORE  5:00
      P.M. (VANCOUVER TIME) ON MARCH 15[TH], 2008 (THE "Termination Date"), THIS
      LETTER AGREEMENT SHALL, ON THE SECOND BUSINESS DAY AFTER WRITTEN NOTICE BY
      NATCO TO LASSEN, CEASE  TO BE EFFECTIVE AND, EXCEPT AS OTHERWISE EXPRESSLY
      PROVIDED HEREIN, ALL RIGHTS  AND  OBLIGATIONS  OF  THE PARTIES HERETO WILL
      TERMINATE FORTHWITH AND ABSOLUTELY.


FORMAL AGREEMENT


UPON  ACCEPTANCE OF THIS LETTER AGREEMENT AND COMPLETION OF  THE  DUE  DILIGENCE
      REVIEWS  AND  OTHER  MATTERS TO BE COMPLETED ON OR BEFORE THE REVIEW DATE,
      THE  PARTIES WILL INSTRUCT  THEIR  RESPECTIVE  SOLICITORS  TO  SETTLE  FOR
      EXECUTION  A  FORMAL  AGREEMENT  SUBSTANTIALLY  IN  THE  FORM  ATTACHED AS
      SCHEDULE "B" BASED UPON THE TERMS AND CONDITIONS SET OUT HEREIN  AND  SUCH
      OTHER  TERMS  AND  CONDITIONS  AS  THE PARTIES MAY AGREE TO WHICH SHALL BE
      EXECUTED BY ALL PARTIES HERETO AND SUBSTITUTED  FOR  THIS LETTER AGREEMENT
      ON OR BEFORE THE AGREEMENT DATE.  UNTIL SUCH TIME AS SUCH FORMAL AGREEMENT
      HAS  BEEN  EXECUTED  AND  DELIVERED BY THE PARTIES HERETO,  THE  AGREEMENT
      FORMED BY THE ACCEPTANCE HEREOF SHALL REMAIN IN FULL FORCE AND EFFECT.


FURTHER ASSURANCES


THE PARTIES HERETO SHALL EXECUTE  SUCH  OTHER DOCUMENTS AND DO SUCH OTHER THINGS
      AS MAY BE REASONABLY NECESSARY TO GIVE  FULL  EFFECT  TO  THE TRANSACTIONS
      CONTEMPLATED HEREBY.


PRE-COMPLETION MATTERS


IN CONSIDERATION OF THE MUTUAL PREMISES AND COVENANTS CONTAINED HEREIN AND OTHER
      GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY  OF  WHICH IS
      HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE THAT, UPON EXECUTION OF THIS
      LETTER  AGREEMENT  AND  CONTINUING UNTIL THE EARLIER OF THE FIRST BUSINESS
      DAY AFTER THE EARLIER OF THE CLOSING DATE OR THE TERMINATION DATE:


      the Shareholders and Lassen  shall  maintain this Letter Agreement and all
      information pertaining thereto in strict confidence and shall not disclose
      same to any person unless approved in writing by NATCO;


      NATCO shall maintain this Letter Agreement  and all information pertaining
      thereto in strict confidence and shall not disclose  same  to  any  person
      unless approved in writing by Lassen;


      the  Shareholders  shall refrain from and Lassen shall not permit the sale
      or transfer (directly  or  indirectly)  of  any  of  the  Shares  and  the
      Shareholders  and Lassen shall not in any manner permit any encumbrance or
      disposition of any of the Shares therein;


      Lassen and the  Shareholders shall not permit Lassen to transfer, encumber
      or otherwise deal  with  any  of  its  assets  and  rights  (except in the
      ordinary course of its business as now carried on by it and on  a non-arms
      length basis and for normal fair market consideration) and shall not do or
      permit  any  other  thing  contrary to or in hindrance of the transactions
      contemplated herein without the prior written approval of NATCO;


      None  of the Shareholders shall  enter  into,  solicit  or  entertain  any
      negotiations   respecting   the  issuance,  sale  or  disposition  of  any
      securities of Lassen and shall  refrain from entering into any transaction
      which  would  have the effect preventing  or  significantly  limiting  the
      proposed transactions related thereto;


      the Shareholders  and Lassen shall refrain from purchase or sale (directly
      or indirectly) of any securities of NATCO; and


      NATCO and its advisors  or  consultants  shall  have  full  access  to all
      corporate  records  and  other information relevant to Lassen, the Shares,
      and the transactions contemplated  herein  and  Lassen  shall  advise  its
      solicitors accordingly.


GENERAL PROVISIONS


ANY  REFERENCE  TO  A  MONETARY  AMOUNT,  "CASH",  DOLLARS  OR "$" (OTHER THAN A
      SPECIFIC REFERENCE TO UNITED STATES DOLLARS OR "US$") SHALL  BE  DEEMED TO
      REFER TO THE LAWFUL CURRENCY OF CANADA.


TIME IS OF THE ESSENCE HEREOF.


ANY NOTICE OR OTHER COMMUNICATION BETWEEN EITHER PARTY HEREUNDER WILL BE  DEEMED
      TO  BE  PROPERLY  GIVEN  WHEN  IN WRITING AND DELIVERED BY HAND OR MAILED,
      POSTAGE PREPAID, OR SENT BY ELECTRONIC  COMMUNICATION  ON ANY BUSINESS DAY
      TO THE INTENDED RECIPIENT AT ITS ADDRESS FIRST WRITTEN ABOVE  OR  TO  SUCH
      OTHER ADDRESS OR PERSON AS THE OTHER PARTY MAY FROM TIME TO TIME DESIGNATE
      BY NOTICE OR IF SENT BY ELECTRONIC COMMUNICATION TO SUCH TELECOMMUNICATION
      ADDRESS  AS THE RESPECTIVE PARTIES MAY SPECIFY. ANY NOTICE DELIVERED ON  A
      BUSINESS DAY WILL BE DEEMED CONCLUSIVELY TO HAVE BEEN EFFECTIVELY GIVEN ON
      THE DATE NOTICE  WAS DELIVERED. ANY NOTICE SENT BY PREPAID REGISTERED MAIL
      WILL BE DEEMED CONCLUSIVELY  TO  HAVE  BEEN EFFECTIVELY GIVEN ON THE THIRD
      BUSINESS DAY AFTER POSTING; BUT IF AT THE  TIME  OF POSTING OR BETWEEN THE
      TIME OF POSTING AND THE THIRD BUSINESS DAY THEREAFTER  THERE  IS A STRIKE,
      LOCKOUT  OR  OTHER  LABOR  DISTURBANCE AFFECTING POSTAL SERVICE, THEN  THE
      NOTICE WILL NOT BE EFFECTIVELY  GIVEN  UNLESS DELIVERED BY HAND OR SENT BY
      ELECTRONIC COMMUNICATION.


THIS LETTER AGREEMENT WILL BE GOVERNED BY AND  INTERPRETED ACCORDING TO THE LAWS
      OF THE STATE OF WASHINGTON, AND THE PARTIES  HEREBY  IRREVOCABLY  AGREE TO
      SUBMIT TO THE JURISDICTION OF THE COURTS OF THEREOF IN CONNECTION WITH ANY
      DISPUTES  ARISING HEREUNDER AND IRREVOCABLY SELECT SEATTLE, WASHINGTON  AS
      THE PROPER VENUE FOR ANY SUCH DISPUTES.


THIS LETTER AGREEMENT  MAY  BE  EXECUTED  IN  AS  MANY  COUNTERPARTS  AS  MAY BE
      NECESSARY, EACH OF WHICH SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND
      SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.


Provided  the  foregoing  terms  are  acceptable  to  you, please so indicate by
executing  and  returning  the enclosed copy of this letter  by  no  later  than
February ___, 2008.  Upon receipt  of your acceptance of the foregoing terms, we
will  proceed  expeditiously  to prepare  formal  documentation  containing  the
foregoing  provisions  and such other  terms,  conditions,  representations  and
warranties as may be mutually agreeable to us.

We hereby acknowledge we  will  accept  delivery  by  telecopy, telefax or other
means  of Electronic Communication producing a printed copy  provided  that  the
original  copy  of this letter is delivered to us within one week of the date of
delivery of the copy sent by Electronic Communication.

Yours truly,


by:

NATCO INTERNATIONAL INC.


 /S/ Raj-Mohinder  Gurm
 By:  Raj-Mohinder Gurm
 Its:  President


Acknowledged and agreed to by Lassen this 19 day of February, 2008.


 LASSEN ENERGY, INC.


 /S/ Darry Boyd
 By:  Darry Boyd
 Its:  Chairman and CEO



Acknowledged and  agreed  to this _____ day of February, 2008 by the undersigned
shareholders of Lassen who,  by  their signature hereto, represent they hold the
number and type of shares of Lassen set out next to their respective names.


 Name and Signature of Shareholder      Number and Type of Shares held

 DBK Corporation


 /S/ Darry Boyd                         14,700,000  common shares
 By:  Darry Boyd
 Its: Chairman and Chief Executive
       Officer
 Resource Capital Development, Inc.

 /S/ Ronald D. Lewis
 By:  Ronald D. Lewis                   6,300,000 common shares
 Its:   President

 Capital Group Communications, Inc.


 /S/ Devin Bosch                        5,250,000 common shares
 By:  Devin Bosch
 Its:   President

 Peter Kristensen


 /S/ Peter Kristersen                   1,750,000  common shares
 By: Peter Kristensen

 Briton McConkie


 /S/ Briton McConkie                    1,750,000  common shares
 By: Briton McConkie



 Joseph Martin, LLC

                                        1,750,000 common shares
 /S/ Steve Careaga
 By: Steve Careaga
 Its:  Manager


 The Otto Law Group, PLLC
 /S/ David M. Otto
 By: David M. Otto                      875,000 common shares
 Its:  President
                                        32,375,000 common shares

                             TOTAL:





     SCHEDULE "A" TO LETTER AGREEMENT BETWEEN LASSEN ENERGY, INC. AND NATCO
                               INTERNATIONAL INC.

1. Definitions

   1.1.     Where used herein, the  following  terms shall have the meanings set
       out below:
      (a) "AGREEMENT" means the agreement between NATCO, Lassen and the
          Shareholders by execution of the Letter Agreement or, after execution
          of the Formal Agreement, the Formal Agreement;

       (b)"CLOSING" has the meaning ascribed to it in paragraph 3.1;

       (c)"CLOSING DATE" has the meaning ascribed to it in paragraph 2.1;

      (D)  "COMMON SHARES" means the common shares of NATCO, as constituted on
          the date hereof;

      (E) "ELECTRONIC COMMUNICATION" means telefax, teletype or other means of
          electronic communication producing a printed copy but, for greater
          clarity, shall not include e-mail unless the other party acknowledges
          receipt of same in writing;

      (F) "FORMAL AGREEMENT" has the meaning set out in the second paragraph on
          the first page hereof;

      (G)  "LETTER AGREEMENT" means this binding letter agreement, including the
          schedules thereto;

      (H) "LIEN" means any mortgage, debenture, charge, hypothecation, pledge,
          lien, or other security interest or encumbrance of whatever kind or
          nature, regardless of form and whether consensual or arising by law,
          statutory or otherwise that secures the payment of any indebtedness or
          the performance of any obligation or creates in favor of or grants to
          any person any proprietary right;

      (I) "NATCO" means Natco International Inc.;

      (J) "REGULATORY AUTHORITIES" means any authorities having jurisdiction
          with respect to NATCO or any or all of the operations comprising the
          proposed transaction or whose approval or consent must be obtained to
          implement or carry out the operation thereof as now contemplated;

      (K)  "SHAREHOLDERS" means the shareholders of Lassen including those who
          are signatory to this binding letter agreement;





<PAGE>
Page 2
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


     SCHEDULE "B" TO LETTER AGREEMENT BETWEEN LASSEN ENERGY, INC. AND NATCO
                               INTERNATIONAL INC.

                           FORM OF FORMAL AGREEMENT
AGREEMENT

                     CONCERNING THE EXCHANGE OF SECURITIES

                                  BY AND AMONG

                            NATCO INTENATIONAL INC.

                                      AND

                            LASSEN ENERGY, INC. AND

                  THE SECURITY HOLDERS OF LASSEN ENERGY, INC.




2


<PAGE>
Page i
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                     INDEX
                                                                            Page


ARTICLE I - EXCHANGE OF SECURITIES..............................................


Exchange of Securities..........................................................

  1.1    Issuance of Securities.................................................
  1.2    Exemption from Registration............................................

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF LASSEN ENERGY....................

  Representations and Warranties of Lassen......................................
  2.1    Organization...........................................................
  2.2    Capital................................................................
  2.3    Subsidiaries...........................................................
  2.4    Directors and Executive Officers.......................................
  2.5    Financial Statements...................................................
  2.6    Absence of Changes.....................................................
  2.7    Absence of Undisclosed Liabilities.....................................
  2.8    Tax Returns............................................................
  2.9    Investigation of Financial Condition...................................
  2.10   Intellectual Property Rights...........................................
  2.11   Compliance with Laws...................................................
  2.12   Litigation.............................................................
  2.13   Authority..............................................................
  2.14   Ability to Carry Out Obligations.......................................
  2.15   Full Disclosure........................................................
  2.16   Assets.................................................................
  2.17   Material Contracts.....................................................
  2.18   Indemnification........................................................
  2.19   Criminal or Civil Acts.................................................
  2.20   Restricted Securities..................................................

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF NATCO...........................

  Representations and Warranties of NATCO.......................................
  3.1    Organization...........................................................
  3.2    Capital................................................................
  3.3    Subsidiaries...........................................................
  3.4    Directors and Officers.................................................
  3.5    Financial Statements...................................................
  3.6    Absence of Changes.....................................................
  3.7    Absence of Undisclosed Liabilities.....................................
  3.8    Tax Returns............................................................
  3.9    Investigation of Financial Condition...................................
  3.10   Intellectual Property Rights...........................................
  3.11   Compliance with Laws...................................................
  3.12   Litigation.............................................................
  3.13   Authority..............................................................
  3.14   Ability to Carry Out Obligations.......................................
  3.15   Full Disclosure........................................................
  3.16   Assets.................................................................
  3.17   Material Contracts.....................................................
  3.18   Indemnification........................................................
  3.19   Criminal or Civil Acts.................................................

ARTICLE IV - COVENANTS PRIOR TO THE CLOSING DATE................................

  Covenants Prior to the Closing Date...........................................
  4.1    Investigative Rights...................................................
  4.2    Conduct of Business....................................................
  4.3    Confidential Information...............................................
  4.4    Notice of Non-Compliance...............................................

ARTICLE V - CONDITIONS PRECEDENT TO NATCO'S PERFORMANCE.........................

  Conditions Precedent to NATCO's Performance...................................
  5.1    Conditions.............................................................
  5.2    Accuracy of Representations............................................
  5.3    Performance............................................................
  5.4    Absence of Litigation..................................................
  5.5    Officer's Certificate..................................................
  5.6    Corporate Action.......................................................
  5.7    Acceptance of Financial Statements.....................................
  5.8    Validation and Approval of Technology..................................

ARTICLE VI - CONDITIONS PRECEDENT TO LASSEN'S PERFORMANCE.......................

  Conditions Precedent to Lassen's Performance..................................
  6.1    Conditions.............................................................
  6.2    Accuracy of Representations............................................
  6.3    Performance............................................................
  6.4    Absence of Litigation..................................................
  6.5    Officer's Certificate..................................................
  6.6    Payment of Liabilities.................................................
  6.7    Directors of NATCO.....................................................
  6.8    Officers of NATCO......................................................
  6.9    Corporate Action.......................................................

ARTICLE VII - CLOSING...........................................................

  Closing.......................................................................
  7.1    Closing................................................................

ARTICLE VIII - COVENANTS SUBSEQUENT TO THE CLOSING DATE.........................

  Covenants Subsequent to the Closing Date......................................
  8.1    Registration and Listing...............................................

ARTICLE IX - MISCELLANEOUS......................................................

  Miscellaneous.................................................................
  9.1    Captions and Headings..................................................
  9.2    No Oral Change.........................................................
  9.3    Non-Waiver.............................................................
  9.4    Time of Essence........................................................
  9.5    Entire Agreement.......................................................
  9.6    Choice of Law..........................................................
  9.7    Counterparts...........................................................
  9.8    Notices................................................................
  9.9    Binding Effect.........................................................
  9.10   Mutual Cooperation.....................................................
  9.11   Finders................................................................
  9.12   Announcements..........................................................
  9.13   Expenses...............................................................
  9.14   Survival of Representations and Warranties.............................
  9.15   Exhibits...............................................................
  9.16   Termination, Amendment and Waiver......................................

EXHIBITS

  0.1        List of Lassen Security Holders to Receive NATCO Stock
  0.2        Subscription Agreement
  2.5         Lassen Financial Statements
  2.7         Lassen Liability Schedule
  2.16*     Lassen Assets
  2.17       Lassen Material Contracts
  3.5         NATCO Financial Statements
  3.8         NATCO Tax Returns
  3.12             NATCO Litigation
  3.17*     NATCO Assets

  *if necessary




i


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                   AGREEMENT

      THIS AGREEMENT ("AGREEMENT") is made this  ___   day of February, 2008, by
and between NATCO International Inc., a Delaware corporation  ("NATCO"),  Lassen
Energy,  Inc.,  a California corporation ("LASSEN") and the security holders  of
Lassen (the "LASSEN SECURITY HOLDERS") who are listed on Exhibit 1.1 hereto.

      WHEREAS, NATCO desires to acquire all of the issued and outstanding common
stock of Lassen ("LASSEN  STOCK")  from  the Lassen Security Holders in exchange
for common stock of NATCO; and

      WHEREAS, all of the Lassen Security  Holders agree to exchange one hundred
percent (100%) of the Lassen Stock they hold  in  Lassen  for thirty two million
three hundred seventy five thousand (32,375,000) shares of  NATCO  common  stock
(the "NATCO SHARES").


      NOW,  THEREFORE,  in  consideration  of the mutual promises, covenants and
representations contained herein, the parties hereto agree as follows:

                                   ARTICLE I
EXCHANGE OF SECURITIES

      1.1   ISSUANCE OF SECURITIES. Subject  to the terms and conditions of this
Agreement, NATCO agrees to issue and exchange  the  NATCO Shares for one hundred
percent (100%) of the issued and outstanding Lassen Stock  held  by  the  Lassen
Security  Holders  (the  "SHARE EXCHANGE").   Prior to the Share Exchange, NATCO
shall complete a reverse stock  split  ("REVERSE  SPLIT")  with  respect  to its
common  stock  currently  issued  and  outstanding,  resulting  in  NATCO having
outstanding  a  total  of two million six hundred twenty five thousand 2,625,000
shares  of  common  stock  issued  and  outstanding  on  the  Closing  Date  (as
hereinafter defined) immediately prior to the issuance, upon Closing (defined in
Section  7.1)  of  thirty  two  million  three  hundred  seventy  five  thousand
(32,375,000) shares of NATCO common  stock  to the Lassen Security Holders.  The
NATCO  Shares  will be issued directly to the Lassen  Security  Holders  on  the
Closing Date, pursuant to the schedule set forth in Exhibit 1.1.


      1.2   EXEMPTION  FROM  REGISTRATION.  The  parties  hereto intend that the
NATCO Shares to be issued to the Lassen Security Holders shall  be  exempt  from
the  registration  requirements  of  the Securities Act of 1933, as amended (the
"SECURITIES  ACT"),  pursuant  to  Section  4(2)  and/or  Regulation  D  of  the
Securities Act and rules and regulations promulgated thereunder.  In furtherance
thereof, each of the Lassen Security  Holders  will execute and deliver to NATCO
subscription agreements for the NATCO Shares, a  copy  of  which  is attached as
Exhibit 1.2, on the Closing Date of this Agreement (the "CLOSING DATE").





                                   ARTICLE II
REPRESENTATIONS AND WARRANTIES OF LASSEN

      Lassen hereby represents and warrants to NATCO that:

      2.1   ORGANIZATION.  Lassen  is  a  corporation  duly  organized,  validly
existing  and  in  good standing under the laws of California, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification.

      2.2   CAPITAL. The Lassen Security Holders will deliver 100% of its issued
and outstanding stock,  subscriptions,  options,  rights,  warrants, debentures,
instruments,  convertible  securities  convertible  preferred  stock,  or  other
agreements or commitments obligating Lassen to issue any additional Lassen Stock
of any class.  There shall be no outstanding preferred stock of  Lassen  at  the
time of the Closing.

      2.3   SUBSIDIARIES. Lassen currently does not own any subsidiaries.

      2.4   DIRECTORS  AND  EXECUTIVE  OFFICERS.  The  names  and  titles of the
directors and executive officers of Lassen are as follows:

            (a)

 NAME        POSITION
 Darry Boyd  Director , Chief Executive Officer

            (b)   Immediately  upon  the  Closing, NATCO shall appoint  Lassen's
designated management team.

      2.5   FINANCIAL  STATEMENTS. Lassen represents  that  it  shall  have  the
ability to provide and shall produce, at NATCO's expense, within forty-five (45)
days of Closing, financial  statements  consisting  of  a  balance  sheet  and a
related  statements  of  income  and  cash flow for (I) the prior two (2) fiscal
years (or for the period since inception  of  Lassen,  if  less than two years),
(II) for the quarters subsequent to the most recent fiscal year  and  (III)  for
the  period  subsequent  to  the  most  recent  quarter if material changes have
occurred  (the  "LASSEN  FINANCIAL  STATEMENTS"),  which  fairly  represent  the
financial condition of Lassen as of the respective dates  and  for  the  periods
involved,  and  such  statements  shall be prepared in accordance with generally
accepted accounting principles (GAAP).

The Lassen Financial Statements shall  state  Zero  Dollars ($0) of debt-related
liabilities.


      2.6   ABSENCE OF CHANGES. Since December 31, 2007,  there has not been any
material change in the financial condition or operations of  Lassen,  except  as
contemplated  by  this Agreement.  As used throughout this Agreement, "material"
means:  Any change  or effect (or development that, insofar as can be reasonably
foreseen, is likely to  result  in any change or effect) that causes substantial
increase or diminution in the business, properties, assets, condition (financial
or otherwise) or results of operations  of  a party.  Taken as a whole, material
change  shall  not  include  changes  in  national   or  international  economic
conditions  or  industry conditions generally; changes or  possible  changes  in
statutes and regulations  applicable  to  a  party;  or  the  loss of employees,
customers  or  suppliers by a party as a direct or indirect consequence  of  any
announcement relating to this transaction.

      2.7   ABSENCE  OF  UNDISCLOSED LIABILITIES. As of the Closing Date, Lassen
shall not have any material debt, liability or obligation of any nature, whether
accrued, absolute, contingent  or  otherwise,  and whether due or to become due,
that is not reflected in the Lassen Liability Schedule, attached as Exhibit 2.7.

      2.8   TAX  RETURNS.  Lassen has filed all federal,  state  and  local  tax
returns required by law and  has  paid  all taxes, assessments and penalties due
and payable. There are no present disputes  as to taxes of any nature payable by
Lassen.

      2.9   INVESTIGATION OF FINANCIAL CONDITION. Without in any manner reducing
or otherwise mitigating the representations contained  herein,  NATCO, its legal
counsel  and  accountants  shall  have  the  opportunity  to  meet with Lassen's
accountants  and attorneys to discuss the financial condition of  Lassen  during
reasonable business  hours  and  in  a  manner  that does not interfere with the
normal operation of Lassen's business.  Lassen shall make available to NATCO all
books and records of Lassen.

      2.10  INTELLECTUAL PROPERTY RIGHTS. Lassen  owns  or  has the right to use
all trademarks, service marks, trade names, copyrights and patents  material  to
its business.

      2.11  COMPLIANCE  WITH LAWS. To the best of Lassen's knowledge, Lassen has
complied with, and is not  in  violation  of, applicable federal, state or local
statutes, laws and regulations, including federal  and  state  securities  laws,
except  where  such non-compliance would not have a material adverse impact upon
its business or properties.

      2.12  LITIGATION.   Lassen  is  not  a  defendant  in  any  suit,  action,
arbitration  or  legal, administrative  or  other  proceeding,  or  governmental
investigation which  is  pending or, to the best knowledge of Lassen, threatened
against or affecting Lassen  or  its  business,  assets  or financial condition.
Lassen is not in default with respect to any order, writ,  injunction  or decree
of   any   federal,  state,  local  or  foreign  court,  department,  agency  or
instrumentality  applicable  to  it.   Lassen  is  not  engaged  in any material
litigation to recover monies due to it.

      2.13  AUTHORITY.  The  Board  of  Directors  of Lassen has authorized  the
execution   of  this  Agreement  and  the  consummation  of   the   transactions
contemplated herein, and Lassen has full power and authority to execute, deliver
and perform this  Agreement,  and  this  Agreement is a legal, valid and binding
obligation  of  Lassen  and is enforceable in  accordance  with  its  terms  and
conditions.  A majority of  Lassen  Security  Holders  have  agreed  to and have
approved the terms of this Agreement and the exchange of securities contemplated
hereby.

      2.14  ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement  by  Lassen and the performance by Lassen of its obligations hereunder
in the time and  manner contemplated will not cause, constitute or conflict with
or result in (a) any  breach  or  violation  of  any  of  the  provisions  of or
constitute a default under any license, indenture, mortgage, instrument, article
of  incorporation, bylaw, or other agreement or instrument to which Lassen is  a
party,  or  by which it may be bound, nor will any consents or authorizations of
any party other  than  those  hereto be required, (b) an event that would permit
any party to any agreement or instrument  to  terminate  it or to accelerate the
maturity of any indebtedness or other obligation of Lassen, or (c) an event that
would result in the creation or imposition of any lien, charge or encumbrance on
any asset of Lassen.

      2.15  FULL DISCLOSURE. None of the representations and  warranties made by
Lassen herein or in any exhibit, certificate or memorandum furnished  or  to  be
furnished  by  Lassen,  or  on  its  behalf, contains or will contain any untrue
statement of material fact or omit any material fact the omission of which would
be misleading.

      2.16  ASSETS. Lassen's assets are  fully  included  in  Exhibit 2.5, to be
made  available  at or prior to Closing or, if Exhibit 2.5 is not  available  at
Closing, attached  as  Exhibit  2.16  attached  hereto,  and such assets are not
subject  to any claims or encumbrances except as indicated  in  Exhibit  2.5  or
Schedule 2.16, respectively.

      2.17  MATERIAL  CONTRACTS.  A  list  of  Lassen's  material  contracts are
attached hereto as Exhibit 2.17, and such contracts shall be made available  for
inspection within five (5) days prior to Closing.

      2.18  INDEMNIFICATION.  Lassen  agrees to indemnify, defend and hold NATCO
harmless against and in respect of any  and  all claims, demands, losses, costs,
expenses,  obligations,  liabilities,  damages,  recoveries   and  deficiencies,
including  interest,  penalties and reasonable attorney fees asserted  by  third
parties against NATCO which  arise  out  of,  or  result  from (i) any breach by
Lassen in performing any of its covenants or agreements under  this Agreement or
in  any schedule, certificate, exhibit or other instrument furnished  or  to  be
furnished  by  Lassen under this Agreement, (ii) a failure of any representation
or warranty in this  Article  II or (iii) any untrue statement made by Lassen in
this Agreement.

      2.19  CRIMINAL OR CIVIL ACTS.  For  the  period of five years prior to the
execution  of  this  Agreement,  no  executive officer,  director  or  principal
stockholder of Lassen has been convicted  of  a felony crime, filed for personal
bankruptcy, been the subject of a Commission or  NASD  judgment or decree, or is
currently the subject to any investigation in connection  with a felony crime or
Commission or NASD proceeding.

      2.20  RESTRICTED  SECURITIES.   Lassen  and  the  Lassen Security  Holders
acknowledge  that  all  of  the  NATCO  Shares  issued by NATCO  are  restricted
securities and none of such securities may be sold  or publicly traded except in
accordance with the provisions of the Securities Act.



                                  ARTICLE III
REPRESENTATIONS AND WARRANTIES OF NATCO

      NATCO represents and warrants to Lassen that:

      3.1   ORGANIZATION.  NATCO  is  a  corporation  duly   organized,  validly
existing  and  in  good standing under the laws of Delaware, has  all  necessary
corporate powers to  carry on its business, and is duly qualified to do business
and is in good standing  in  each  of  the  states  where  its business requires
qualification.

      3.2   CAPITAL. The authorized capital stock of NATCO consists of: i) fifty
million  (50,000,000)  shares  of  $0.001  par  value  common  stock,  of  which
approximately  twenty  million  four  hundred  forty seven thousand six  hundred
fourteen (20,447,614) shares are currently outstanding;  and  ii)  five  million
(5,000,000) shares of $0.001 par value preferred stock, of which zero (0) shares
are  currently  are  outstanding.   Following the Reverse Split, two million six
hundred twenty five thousand (2,625,000)  shares  of  NATCO common stock will be
issued and outstanding.  Thirty two million three hundred  seventy five thousand
(32,375,000)  additional  shares  of NATCO common stock will be  issued  to  the
Lassen Security Holders pursuant to  this  Agreement  at  Closing.  All  of  the
outstanding   common   stock   is  duly  and  validly  issued,  fully  paid  and
non-assessable.  There  are no outstanding  subscriptions,  rights,  debentures,
warrants, instruments, convertible securities or other agreements or commitments
obligating NATCO to issue  any  additional  shares  of  its capital stock of any
class.

      3.3   SUBSIDIARIES.  NATCO  does  not  have any subsidiaries  or  own  any
interest in any other enterprise.

      3.4   DIRECTORS AND OFFICERS. The name and  titles  of  the  director  and
executive officers of NATCO are as follows:

            (a)
<TABLE>
<CAPTION>
NAME                   POSITION
<S>                   <C> <C>
Raj-Mohinder Gurm      Director, President, Chief Executive Officer and Chief Financial Officer

John Rennie            Director and Secretary

Gerry Podersky-Cannon  Director

Stephen Sleigh
                       Director
</TABLE>
            (b)   Pursuant to this Agreement, NATCO shall appoint two (2) Lassen
designees  to  the  board  of  directors, the first upon Closing, and the second
within 90 days of Closing (but in  no  event  earlier  than  45  days  following
Closing, pursuant to Rule 14(f) of the 1934 Exchange Act;

            (c)   Concurrent  to  this  Agreement,  Darry  Boyd  and  NATCO will
execute an employment agreement naming Darry Boyd the Chief Executive Officer of
NATCO.

      3.5   FINANCIAL  STATEMENTS.  Exhibit  3.5  hereto consists of the audited
financial statements of NATCO for the fiscal quarter  ended  December  31,  2007
(the  "NATCO  FINANCIAL  STATEMENTS")  The  NATCO Financial Statements have been
prepared  in  accordance  with  generally  accepted  accounting  principles  and
practices consistently followed by NATCO throughout  the  period  indicated, and
fairly  present  the  financial position of NATCO as of the date of the  balance
sheet included in the NATCO  Financial  Statements and the results of operations
for the period indicated.

      3.6   ABSENCE OF CHANGES. Since December  31, 2007, there has not been any
material change in the financial condition or operations  of  NATCO,  except  as
publically  filed  with the Securities and Exchange Commission ("COMMISSION") or
contemplated by this  Agreement.   As used throughout this Agreement, "material"
means:  Any change or effect (or development  that, insofar as can be reasonably
foreseen, is likely to result in any change or  effect)  that causes substantial
increase or diminution in the business, properties, assets, condition (financial
or otherwise) or results of operations of a party.  Taken  as  a whole, material
change   shall  not  include  changes  in  national  or  international  economic
conditions  or  industry  conditions  generally;  changes or possible changes in
statutes  and  regulations  applicable to a party; or  the  loss  of  employees,
customers or suppliers by a party  as  a  direct  or indirect consequence of any
announcement relating to this transaction.

      3.7   ABSENCE OF UNDISCLOSED LIABILITIES. As  of  the  Closing Date, NATCO
shall not have any material debt, liability or obligation of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or  to  become  due,
that is not reflected in the NATCO Financial Statements.

      3.8   TAX  RETURNS.  NATCO  has  filed  all  federal,  state and local tax
returns required by law and have paid all taxes, assessments and  penalties  due
and  payable.  The  provisions  for  taxes, if any, reflected in Exhibit 3.8 are
adequate for the periods indicated.  There  are  no present disputes as to taxes
of any nature payable by NATCO.

      3.9   INVESTIGATION OF FINANCIAL CONDITION. Without in any manner reducing
or otherwise mitigating the representations contained  herein, Lassen, its legal
counsel  and  accountants  shall  have  the  opportunity  to meet  with  NATCO's
accountants  and attorneys to discuss the financial condition  of  NATCO  during
reasonable business  hours  and  in  a  manner  that does not interfere with the
normal operation of NATCO's business.  NATCO shall  make available to Lassen all
books and records of NATCO.

      3.10  INTELLECTUAL  PROPERTY  RIGHTS.  NATCO  has no  trademarks,  service
marks, trade names, copyrights or patents material to its business.

      3.11  COMPLIANCE WITH LAWS. To the best of NATCO's  knowledge,  NATCO  has
complied  with,  and  is not in violation of, applicable federal, state or local
statutes, laws and regulations,  including  federal  and  state securities laws,
except where such non-compliance would not have a material  adverse  impact upon
its business or properties.

      3.12  LITIGATION.   NATCO   is  not  a  defendant  in  any  suit,  action,
arbitration  or  legal, administrative  or  other  proceeding,  or  governmental
investigation which  is  pending  or, to the best knowledge of NATCO, threatened
against  or  affecting NATCO or its business,  assets  or  financial  condition.
NATCO is not in default with respect to any order, writ, injunction or decree of
any  federal,  state,   local   or   foreign   court,   department,   agency  or
instrumentality  applicable  to  it.   NATCO  is  not  engaged  in  any material
litigation to recover monies due to it except as indicated in Exhibit 3.12.

      3.13  AUTHORITY.  The  Board  of  Directors  of  NATCO has authorized  the
execution   of   this  Agreement  and  the  consummation  of  the   transactions
contemplated herein,  and NATCO has full power and authority to execute, deliver
and perform this Agreement,  and  this  Agreement  is a legal, valid and binding
obligation  of  NATCO  and  is  enforceable in accordance  with  its  terms  and
conditions.

      3.14  ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by NATCO and the performance  by NATCO of its obligations hereunder in
the time and manner contemplated will not  cause, constitute or conflict with or
result in (a) any breach or violation of any  of the provisions of or constitute
a  default  under  any  license,  indenture, mortgage,  instrument,  article  of
incorporation, bylaw, or other agreement  or  instrument  to  which  NATCO  is a
party,  or  by which it may be bound, nor will any consents or authorizations of
any party other  than  those  hereto be required, (b) an event that would permit
any party to any agreement or instrument  to  terminate  it or to accelerate the
maturity of any indebtedness or other obligation of NATCO,  or (c) an event that
would result in the creation or imposition of any lien, charge or encumbrance on
any asset of NATCO.

      3.15  FULL DISCLOSURE. None of the representations and  warranties made by
NATCO  herein or in any exhibit, certificate or memorandum furnished  or  to  be
furnished  by  NATCO,  or  on  its  behalf,  contains or will contain any untrue
statement of material fact or omit any material fact the omission of which would
be misleading.

      3.16  ASSETS. NATCO assets are fully included  in  Exhibit 3.5 and are not
subject to any claims or encumbrances except as indicated in Exhibit 3.5.

      3.17  MATERIAL  CONTRACTS.  A  list  of  NATCO's  material  contracts  are
attached hereto as Exhibit 3.17, and such contracts shall  be made available for
inspection within five (5) days prior to Closing.

      3.18  INDEMNIFICATION. NATCO agrees to indemnify, defend  and  hold Lassen
harmless  against and in respect of any and all claims, demands, losses,  costs,
expenses,  obligations,   liabilities,  damages,  recoveries  and  deficiencies,
including interest, penalties  and  reasonable  attorney  fees asserted by third
parties  against  Lassen which arise out of, or result from (i)  any  breach  by
NATCO in performing  any  of its covenants or agreements under this Agreement or
in any schedule, certificate,  exhibit  or  other  instrument furnished or to be
furnished by NATCO under this Agreement, (ii) a failure of any representation or
warranty in this Article III or (iii) any untrue statement made by NATCO in this
Agreement.

      3.19  CRIMINAL OR CIVIL ACTS. For the period of  five  (5)  years prior to
the  execution  of  this Agreement, no executive officer, director or  principal
stockholder of NATCO  has  been  convicted of a felony crime, filed for personal
bankruptcy, been the subject of a  Commission  or NASD judgment or decree, or is
currently the subject to any investigation in connection  with a felony crime or
Commission or NASD proceeding.


                                   ARTICLE IV
COVENANTS PRIOR TO THE CLOSING DATE

      4.1   INVESTIGATIVE RIGHTS. Prior to the Closing Date,  each  party  shall
provide  to  the  other  party,  and  such  other  party's counsel, accountants,
auditors  and  other  authorized  representatives,  full  access  during  normal
business hours and upon reasonable advance written notice to all of each party's
properties,  books,  contracts,  commitments  and records  for  the  purpose  of
examining  the  same.   Each  party  shall  furnish the  other  party  with  all
information concerning each party's affairs as  the  other  party may reasonably
request.   If  during  the  investigative  period  one  party  learns   that   a
representation  of  the  other  party  was  not  accurate,  no such claim may be
asserted by the party so learning that a representation of the  other  party was
not accurate.

      4.2   CONDUCT  OF  BUSINESS.  Prior  to the Closing Date, each party shall
conduct its business in the normal course and  shall  not sell, pledge or assign
any assets without the prior written approval of the other  party, except in the
normal  course  of  business.   Neither  party  shall  amend  its  Articles   of
Incorporation  or Bylaws (except as may be described in this Agreement), declare
dividends, redeem  or sell stock or other securities.  Neither party shall enter
into negotiations with  any third party or complete any transaction with a third
party involving the sale  of  any  of  its  assets or the exchange of any of its
common stock.

      4.3   CONFIDENTIAL INFORMATION.  Each party  will  treat  all  non-public,
confidential  and  trade  secret  information  received from the other party  as
confidential, and such party shall not disclose  or  use  such  information in a
manner  contrary  to  the  purposes  of  this  Agreement.   Moreover,  all  such
information shall be returned to the other party in the event this Agreement  is
terminated.

      4.4   NOTICE  OF  NON-COMPLIANCE.   Each party shall give prompt notice to
the other party of any representation or warranty  made  by it in this Agreement
becoming untrue or inaccurate in any respect or the failure by it to comply with
or satisfy in any material respect any covenant, condition  or  agreement  to be
complied with or satisfied by it under this Agreement.

                                    ARTICLE V
CONDITIONS PRECEDENT TO NATCO'S PERFORMANCE

      5.1   CONDITIONS.  NATCO's  obligations  hereunder shall be subject to the
satisfaction at or before the Closing Date of all  the  conditions  set forth in
this Article V.  NATCO may waive any or all of these conditions in whole  or  in
part without prior notice; provided, however, that no such waiver of a condition
shall  constitute  a waiver by NATCO of any other condition of or any of NATCO's
other rights or remedies,  at law or in equity, if Lassen shall be in default of
any of its representations, warranties or covenants under this Agreement.

      5.2   ACCURACY OF REPRESENTATIONS.  Except  as otherwise permitted by this
Agreement, all representations and warranties by Lassen  in this Agreement or in
any  written  statement that shall be delivered to NATCO by  Lassen  under  this
Agreement shall  be  true  and  accurate on and as of the Closing Date as though
made at that time.

      5.3   PERFORMANCE. Lassen shall  have  performed,  satisfied  and complied
with all covenants, agreements and conditions required by this Agreement  to  be
performed or complied with by it on or before the Closing Date.

      5.4   ABSENCE  OF  LITIGATION.  No  action,  suit or proceeding, including
injunctive  actions,  before any court or any governmental  body  or  authority,
pertaining  to  the  transaction  contemplated  by  this  Agreement  or  to  its
consummation, shall have  been  instituted  or  threatened  against Lassen on or
before the Closing Date.

      5.5   OFFICER'S  CERTIFICATE.  Lassen  shall  have delivered  to  NATCO  a
certificate  dated  the Closing Date signed by the Chief  Executive  Officer  of
Lassen certifying that each of the conditions specified in this Article has been
fulfilled and that all  of  the representations set forth in Article II are true
and correct as of the Closing Date.

      5.6   CORPORATE ACTION.  Lassen  shall  have  obtained the approval of the
Lassen Security Holders for the transaction contemplated by this Agreement.

      5.7   ACCEPTANCE OF FINANCIAL STATEMENTS. NATCO shall have reviewed and in
its sole discretion accepted, prior to the Closing Date,  the  Lassen  Financial
Statements as set forth in Exhibit 2.5.

      5.8   VALIDATION   AND  APPROVAL  OF  TECHNOLOGY.   As  part  of  its  due
diligence, NATCO and/or its  designated  representative(s),  at its own expense,
shall   have  had  the  opportunity  to  conduct  a  complete  site  inspection,
demonstration   and  review  of  Lassen's  technologies  and  products  that  is
satisfactory to NATCO, at a time practical to both Lassen and NATCO.



                                   ARTICLE VI
CONDITIONS PRECEDENT TO LASSEN'S PERFORMANCE

      6.1   CONDITIONS.  Lassen's  obligations hereunder shall be subject to the
satisfaction at or before the Closing  Date  of  all the conditions set forth in
this Article VI. Lassen may waive any or all of these  conditions in whole or in
part without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Lassen of any other condition of or any of Lassen's
rights or remedies, at law or in equity, if NATCO shall  be in default of any of
its representations, warranties or covenants under this Agreement.

      6.2   ACCURACY OF REPRESENTATIONS. Except as otherwise  permitted  by this
Agreement,  all representations and warranties by NATCO in this Agreement or  in
any written statement  that  shall  be  delivered  to Lassen by NATCO under this
Agreement shall be true and accurate on and as of the  Closing  Date  as  though
made at that time.

      6.3   PERFORMANCE. NATCO shall have performed, satisfied and complied with
all  covenants,  agreements  and  conditions  required  by  this Agreement to be
performed or complied with by it on or before the Closing Date.

      6.4   ABSENCE  OF  LITIGATION.  No action, suit or proceeding  before  any
court  or  any governmental body or authority,  pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against NATCO on or before the Closing Date.

      6.5   OFFICER'S  CERTIFICATE.  NATCO  shall  have  delivered  to  Lassen a
certificate  dated  the  Closing  Date signed by the Chief Executive Officer  of
NATCO certifying that each of the conditions  specified in this Article has been
fulfilled and that all of the representations set  forth in Article III are true
and correct as of the Closing Date.

      6.6   PAYMENT OF LIABILITIES. On or before the  Closing  Date, NATCO shall
have  paid  any  outstanding  obligations  and liabilities of NATCO through  the
Closing Date, including obligations created  subsequent to the execution of this
Agreement.

      6.7   DIRECTORS OF NATCO. On the Closing  Date, all but one of the members
of the Board of Directors of NATCO shall resign and  the  Board  of Directors of
NATCO shall simultaneously appoint two (2) designees of Lassen to NATCO Board of
Directors.

      6.8   OFFICERS OF NATCO. On the Closing Date, the newly constituted  Board
of  Directors of NATCO shall elect Darry Boyd as the Chief Executive Officer  of
NATCO  and NATCO's existing executive officers shall resign.  Concurrent to this
Agreement, the Board of Directors of NATCO shall execute an employment agreement
naming Darry Boyd to the position of Chief Executive Officer of NATCO.

      6.9   CORPORATE  ACTION.   NATCO currently has twenty million four hundred
forty seven thousand six hundred fourteen  (20,447,614)  shares  of  its  common
stock  outstanding.  Prior to the Closing Date, NATCO shall complete the Reverse
Split with respect to  the  shares  of  its common stock issued and outstanding,
resulting  in  NATCO  having a total of two  million  six  hundred  twenty  five
thousand (2,625,000) shares  of  its  common stock issued and outstanding on the
Closing Date immediately prior to the issuances  of  the  NATCO  Shares  to  the
Lassen Security Holders.

                                  ARTICLE VII
CLOSING

      7.1   CLOSING.  The closing of this Agreement shall be held at the offices
of The Otto Law Group,  PLLC,  or  at any mutually agreeable place within thirty
(30) days of the mutual execution of  this  Agreement, unless extended by mutual
agreement ("CLOSING").  At Closing:

      (a)   Lassen shall deliver to NATCO (i)  copies of Exhibit 1.2 executed by
            all of the Lassen Security Holders, (ii) an assignment of all of the
            Lassen Stock to NATCO, (iii) the officer's  certificate described in
            Section  5.5,  (iv) signed minutes of its directors  approving  this
            Agreement.

      (b)   NATCO shall deliver  to  Lassen (i) certificates representing thirty
            two million three hundred  seventy five thousand  (32,375,000) NATCO
            Shares issued in the names of  the Lassen Security Holders, pursuant
            to Exhibit 1.1, (ii) the officer's  certificate described in Section
            6.5,  and  (iii)  signed  minutes of its  directors  approving  this
            Agreement.

                                  ARTICLE VIII
COVENANTS SUBSEQUENT TO THE CLOSING DATE

      8.1   REGISTRATION AND LISTING. Following the Closing Date, NATCO shall:

            (a)   Continue NATCO's common  stock  quotation  on  the  Electronic
                  Over-the-Counter Bulletin Board system;

            (b)   Comply  with  the  Form  8-K  requirements  of  the Securities
                  Exchange  Act  of  1934  (the  "EXCHANGE ACT"), including  the
                  timely preparation and filing of  audited financial statements
                  as required by Form 8-K;

            (c)   Promptly  retain  a qualified investor  and  public  relations
                  firm; and

            (d)   Clear any Exchange  Act  Rule  144 sales of NATCO common stock
                  offered by any NATCO common stockholder  including  affiliates
                  or former affiliates of NATCO within forty-eight (48) hours of
                  the filing of the Notice of Sale pursuant to Rule 144.

      A.2   CORPORATE ACTION.  NATCO shall file the required documents  and take
         the required actions to change its name to "P2 Solar, Inc." or to  such
         other  name  as  deemed  acceptable  to the directors and management of
         Lassen, within thirty (30) days following the Closing.





                                   ARTICLE IX
MISCELLANEOUS

      9.1   CAPTIONS AND HEADINGS. The article  and  Section headings throughout
this  Agreement are for convenience and reference only  and  shall  not  define,
limit or add to the meaning of any provision of this Agreement.

      9.2   NO  ORAL  CHANGE. This Agreement and any provision hereof may not be
waived, changed, modified  or  discharged  orally,  but  only by an agreement in
writing signed by the party against whom enforcement of any such waiver, change,
modification or discharge is sought.

      9.3   NON-WAIVER. The failure of any party to insist  in  any  one or more
cases upon the performance of any of the provisions, covenants or conditions  of
this Agreement or to exercise any option herein contained shall not be construed
as  a  waiver or relinquishment for the future of any such provisions, covenants
or conditions.   No  waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other subsequent breach.

      9.4   TIME OF ESSENCE.  Time  is  of  the essence of this Agreement and of
each and every provision hereof.

      9.5   ENTIRE AGREEMENT. This Agreement  contains  the entire Agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings.

      9.6   CHOICE OF LAW. This Agreement and its application  shall be governed
by the laws of the state of Washington.

      9.7   COUNTERPARTS. This Agreement may be executed simultaneously  in  one
or  more  counterparts,  each  of  which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

      9.8   NOTICES. All notices, requests,  demands  and  other  communications
under this Agreement shall be in writing and shall be deemed to have  been  duly
given on the date of service if served personally on the party to whom notice is
to  be  given,  or on the third day after mailing if mailed to the party to whom
notice is to be given,  by  first  class  mail, registered or certified, postage
prepaid, and properly addressed as follows:

            NATCO:                   NATCO International Inc.
                               #204
                               13569- 76 Avenue
                               Surrey, BC V3W 2W3
                               Canada
                                                              Attn: Raj-Mohinder
Gurm, Chief Executive Officer


            With a copy to:    Allen D. Leschert
            Leschert & Company Law Corporation
            200 Granville Square
            2760 - 200 Granville Street
            Vancouver, British Columbia
            V6C 1S4

            Lassen:            Lassen Energy, Inc.
                               Suite 108A #327
                                    300 Carlsbad Village Dr.
                                          Carlsbad, CA 92008
                               Attn: Darry Boyd, Chief Executive Officer

            With a copy to:          The Otto Law Group, PLLC
                                     601 Union Street, Suite 4500
                                     Seattle, Washington 98101
                                     Attn: David Otto

      9.9   BINDING EFFECT. This Agreement  shall  inure  to and be binding upon
the heirs, executors, personal representatives, successors  and  assigns of each
of the parties to this Agreement.

      9.10  MUTUAL  COOPERATION.  The parties hereto shall cooperate  with  each
other to achieve the purpose of this  Agreement and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.

      9.11  FINDERS. There are no finders in connection with this transaction.

      9.12  ANNOUNCEMENTS.  The parties  will  consult  and  cooperate with each
other  as to the timing and content of any public announcements  regarding  this
Agreement.

      9.13  EXPENSES.  Each  party will bear their own expenses, including legal
fees incurred in connection with  this  Agreement.   The Lassen Security Holders
shall  not  be  responsible  for  any  costs  incurred  in connection  with  the
transaction contemplated by this Agreement.

      9.14  SURVIVAL  OF  REPRESENTATIONS  AND WARRANTIES. The  representations,
warranties, covenants and agreements of the  parties set forth in this Agreement
or in any instrument, certificate, opinion or other writing providing for in it,
shall survive the Closing Date.

      9.15  EXHIBITS. As of the execution hereof, the parties have provided each
other with the exhibits described herein. Any  material  changes to the exhibits
shall be immediately disclosed to the other party.

      9.16  TERMINATION, AMENDMENT AND WAIVER.

      (a)   TERMINATION.  This Agreement may be terminated  at any time prior to
the  Closing  Date,  whether  before or after approval of matters  presented  in
connection with the share exchange  by and between the stockholders of NATCO and
the stockholders of Lassen:

            (1)   By mutual written consent of Lassen and NATCO;

            (2)   By either Lassen or NATCO;

                  (i)    If  any  court   of   competent   jurisdiction  or  any
                         governmental,  administrative or regulatory  authority,
                         agency or body shall  have  issued  an order, decree or
                         ruling or taken any other action permanently enjoining,
                         restraining or otherwise prohibiting  the  transactions
                         contemplated by this Agreement; or

                  (ii)   If  the transaction shall not have been consummated  on
                         or before  thirty  (30) days following mutual execution
                         of this Agreement, unless the failure to consummate the
                         transaction is the result  of a material breach of this
                         Agreement  by  the  party  seeking  to  terminate  this
                         Agreement.

            (3)   By  Lassen, if NATCO breaches any of  its  representations  or
warranties hereof or fails  to  perform  in  any  material  respect  any  of its
covenants, agreements or obligations under this Agreement; and

            (4)   By  NATCO,  if  Lassen  breaches any of its representations or
warranties  hereof  or  fails to perform in any  material  respect  any  of  its
covenants, agreements or obligations under this Agreement.

      (b)   EFFECT  OF  TERMINATION.   In  the  event  of  termination  of  this
Agreement by either NATCO  or  Lassen,  as provided herein, this Agreement shall
forthwith become void and have no effect, without any liability or obligation on
the part of Lassen or NATCO, and such termination  shall  not  relieve any party
hereto for any intentional breach prior to such termination by a party hereto of
any of its representations or warranties or any of its covenants  or  agreements
set forth in this Agreement.

      (c)   EXTENSION;  WAIVER.   At  any  time  prior to the Closing Date,  the
parties  may,  to  the  extent  legally allowed, (a) extend  the  time  for  the
performance of any of the obligation of the other acts of the other parties, (b)
waive any inaccuracies in the representations and warranties contained herein or
in any document delivered pursuant  hereto  or  waive compliance with any of the
agreements or conditions contained herein.  Any agreement on the part of a party
to  any  such  extension  or  waiver shall be valid only  if  set  forth  in  an
instrument in writing signed on  behalf of such party.  The failure of any party
to this Agreement to assert any of  its rights under this Agreement or otherwise
shall not constitute a waiver of such rights.

      (d)   PROCEDURE  FOR  TERMINATION,  AMENDMENT,  EXTENSION  OR  WAIVER.   A
termination of this Agreement, an amendment of this Agreement or an extension or
waiver shall, in order to be  effective, require in the case of Lassen or NATCO,
action by its respective Board  of  Directors or the duly authorized designee of
such Board of Directors.





1


<PAGE>
Page 15
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


      In witness whereof, the parties  have  executed  this Agreement concerning
the exchange of securities on the date indicated above.

NATCO INTERNATIONAL INC.



By: Raj Gurm
Its:  Chairman and Chief Executive
      Officer



LASSEN ENERGY, INC. AND ITS SECURITY HOLDERS




By: Darry Boyd
Its:  Chairman and Chief Executive
      Officer




15


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 1.1

         LIST OF LASSEN SECURITY HOLDERS TO RECEIVE NATCO COMMON STOCK

                       (To be provided prior to Closing)




1


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.



                                  EXHIBIT 1.2

                             SUBSCRIPTION AGREEMENT

                       (To be provided prior to Closing)




1


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 2.5

                          LASSEN FINANCIAL STATEMENTS

                       (To be provided prior to Closing)




1


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 2.7

                           LASSEN LIABILITY SCHEDULE

                       (To be provided prior to Closing)





1


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                 EXHIBIT 2.16

                                 LASSEN ASSETS

                (To be provided prior to Closing, if necessary)






1


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 2.17

                           LASSEN MATERIAL CONTRACTS

                       (To be provided prior to Closing)




1


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 3.5

                           NETCO FINANCIAL STATEMENTS

                       (To be provided prior to Closing)




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<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 3.8

                               NATCO TAX RETURNS

                       (To be provided prior to Closing)




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<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 3.12

                                NATCO LITIGATION

NATCO has commenced legal proceedings in British Columbia  Supreme Court against
Photo  Violation  Technologies Corp. ("PVT") and its president,  Fred  Mitschele
(a.k.a.,  Fred  Marlatt)   ("Mitschele"),   claiming   punitive,  exemplary  and
consequential  damages and other remedies arising from breach  of  contract  and
wrongful conduct on the part of Mitschele ("PVT LAWSUIT").  NATCO claims PVT has
breached the agreement  among NATCO, PVT and Mitschele, entered into on or about
March 16, 2007, which provides  for completion of a previously announced reverse
merger between NATCO and PVT (the  "REVERSE MERGER"). NATCO also claims in Court
documents that Mitschele has engaged  in  a  number  of wrongful acts, including
inducing  breach  of contract, attempting to divert prospective  investors  from
NATCO to PVT, failing  to  provide  financial  statements  and  other  necessary
documents and wrongfully instructing PVT's counsel to purportedly terminate  the
Reverse  Merger.   NATCO  is seeking to recover approximately $1.5 million which
was  advanced  to  PVT in contemplation  of  the  Reverse  Merger,  plus  obtain
additional damage and  other relief against PVT and Mitschele arising from their
conduct.

Prior to the Closing, NATCO will assign its rights and obligations to the PVT
Lawsuit to a third party, who in turn will execute a full indemnification in
favor of NATCO from all actions arising from the Reverse Merger and PVT Lawsuit.




1


<PAGE>
Page 1
BINDING LETTER AGREEMENT
LASSEN ENERGY, INC. AND
NATCO INTERNATIONAL INC.


                                  EXHIBIT 3.17

                                  NATCO ASSETS

                (To be provided prior to Closing, if necessary)





1