AGREEMENT

                     CONCERNING THE EXCHANGE OF SECURITIES

                                  BY AND AMONG

                            NATCO INTENATIONAL INC.

                                      AND

                            LASSEN ENERGY, INC. AND

                  THE SECURITY HOLDERS OF LASSEN ENERGY, INC.




                                       1


<PAGE>
                                     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...........................

Representations and Warranties of Lassen and Lassen Security Holders............
2.1      Organization...........................................................
2.2      Capital................................................................
2.3      Authorized Capital....................................................2
2.4      Paid Up Capital.......................................................2
2.5      No Furhter Rights.....................................................2
2.6      Indebtedness..........................................................2
2.7      Material Transactions.................................................3
2.8      Corporate Records.....................................................3
2.9      Subsidiaries..........................................................3
2.10     Directors and Officers................................................3
2.11     Financial Statements..................................................3
2.12     Absense of Changes....................................................3
2.13     Absense of Undisclosed Liabilties......................................
2.14     Taz Returns...........................................................4
2.15     Investigation of Financial Condition..................................4
2.16     Intellectual Propoerty Rights.........................................4
2.17     Compliance with Laws..................................................4
2.18     Litigation............................................................4
2.19     Authority.............................................................4
2.20     Ability to Carry Out Obligations......................................5
2.21     Full Disclosure.......................................................5
2.22     Assets................................................................5
2.23     Material Contracts....................................................5
2.24     Indemnification.......................................................5
2.25     Criminal or Civil Assets..............................................5
2.26     Restricted Securities.................................................6

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..........................................8
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' 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.....................................

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

Conditions Precedent to Lassen's Performance....................................
6.1      Conditions...........................................................11
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......................................................

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

Closing
7.1      Closing................................................................
7.2      Documents In Escrow..................................................12
7.3      Escrow Agent..........................................................2
7.4      Amendments...........................................................12
7.5      Indemnity............................................................12

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

Conditions Subsequent to the Closing Date.......................................
8.1      Conditions Subsequent................................................12
8.2      Release of Escrow......................................................
8.3      Registration and Listing...............................................
8.4      Corporate Action.....................................................14
8.5      Stock Consolidation..................................................14


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......................................

Attn: Raj-Mohinder Gurm, Chief Executive Officer................................


EXHIBITS

  1.1        List of Lassen Security Holders to Receive NATCO Stock
  1.2        Subscription Agreement
  2.11       Lassen Financial Statements
  2.13       Lassen Liability Schedule
  2.22*  Lassen Assets
  2.23    Lassen Material Contracts
  2.25          Form of Closing Opinion
  3.5      NATCO Financial Statements
  3.8      NATCO Tax Returns
  3.12          NATCO Litigation
  3.16*  NATCO Assets
  3.17          NATCO Material Contracts

  *if necessary




                                       i


<PAGE>
                                   AGREEMENT

      THIS  AGREEMENT  ("AGREEMENT")  is made this 18[th] day of April, 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;

      WHEREAS, all of  the Lassen Security Holders agree to exchange one hundred
percent (100%) of the Lassen  Stock they hold in Lassen for three hundred twenty
three million seven hundred and  fifty  thousand  (323,750,000)  shares of NATCO
common stock (the "NATCO SHARES"); and

      WHEREAS,  the parties have agreed to complete this transaction  in  escrow
pending the completion  of  review  and approval of Lassen's technology by NATCO
and  the  completion  of  financing  by  Lassen  (collectively  the  "CONDITIONS
SUBSEQUENT").

      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  have  outstanding  a  total  of  twenty  six  million seven hundred forty
thousand six hundred and fourteen shares (26,747,614) of common stock issued and
outstanding on the Closing Date (as hereinafter defined)  immediately  prior  to
the issuance, pursuant to the terms and control of the Escrow Agent (detailed in
Section  8,  below),  upon Closing (defined in Section 7.1) of three hundred and
twenty three million seven hundred fifty thousand  (323,750,000) 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 and will be held in escrow in accordance with
Article 7 pending completion of the Conditions Subsequent.


      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 AND LASSEN SECURITY HOLDERS

      Lassen and Lassen Security Holders jointly and severally hereby  represent
and warrant 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   AUTHORIZED  CAPITAL.   The  authorized capital of Lassen consists of
1,000,000,000 common shares, par value $.001  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 Lassen Security Holders.

      2.4   PAID   UP   CAPITAL.   The  Lassen  Stock  are  validly  issued  and
outstanding as fully paid  and  non-assessable  shares  and  the Lassen Security
Holders are the beneficial owners of and have the right and authority to dispose
of and give good and marketable title to the Lassen Stock free  and clear of all
liens,  charges,  encumbrances  and  restrictions  on  transfer  of  any  nature
whatsoever save those existing pursuant to applicable securities legislation.



      2.5   NO  FURTHER  RIGHTS.   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,  or  may be in the event of a capital financing undertaken subsequent
to the execution  of  this  Agreement,  in  writing disclosed to and approved by
NATCO prior to the Closing Date.

      2.6   INDEBTEDNESS.  Lassen is not indebted to the Lassen Security Holders
and the Lassen Security Holders are not indebted  to  Lassen, except as has been
in writing disclosed to and approved by NATCO prior to the Closing Date.

      2.7   MATERIAL  TRANSACTIONS.  All material transactions  of  Lassen  have
been promptly or properly  recorded or filed in or with its respective books and
records.

      2.8   CORPORATE RECORDS.   To the best of their knowledge, the minute book
of Lassen contains true, correct and  complete  copies  of its articles, by-laws
and other documents, the minutes of every meeting of its  Board of Directors and
every committee thereof, the minutes of shareholder meetings  and  every written
resolution  of its directors and shareholders.  To the best of their  knowledge,
the share certificate  book, register of shareholders, register of transfers and
register of directors and officers of Lassen are complete and accurate.

      2.9   SUBSIDIARIES. Lassen currently does not own any subsidiaries.

      2.10  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  Final  Closing,  NATCO  shall  appoint
Lassen's designated Board of Directors and management team.

      2.11  FINANCIAL  STATEMENTS.  Lassen and Lassen Security Holders represent
that Lassen 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  and
accurately  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  not greater  than  fifty  thousand  Dollars
($50,000.00) of debt-related liabilities,  excluding  any  cash  sums  lent  for
capital  financing  purposes  subsequent  to the execution of this Agreement and
prior to the Closing Date.


      2.12  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.

      2.13  ABSENCE  OF  UNDISCLOSED  LIABILITIES. As of the Closing 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, that is not reflected in the Lassen
Liability Schedule, attached as Exhibit 2.13.

      2.14  TAX RETURNS. 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 Lassen Security Holders and Lassen, after due  inquiry,  is any
such action or proceeding pending or threatened.

      2.15  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.

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

      2.17  COMPLIANCE  WITH  LAWS.  To the best of the Lassen Security Holders'
and 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.

      2.18  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 the Lassen  Security
Holders  and  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.

      2.19  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.

      2.20  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.

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

      2.22  ASSETS.  Lassen's assets are fully included in Exhibit 2.22,  to  be
made available at or prior  to  Closing  and  such assets are not subject to any
claims or encumbrances except as indicated in Exhibit 2.22.

      2.23  MATERIAL  CONTRACTS.  A  list  of Lassen's  material  contracts  are
attached hereto as Exhibit 2.23, and such contracts  shall be made available for
inspection within five (5) days prior to Closing.

      2.24  INDEMNIFICATION. The Lassen Security Holders  and  Lassen  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  Lassen  Security Holders 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 or the Lassen
Security Holders in this Agreement.

      2.25  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.

      2.26  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 six million seven hundred forty seven thousand six hundred
fourteen (26,747,614)  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.   Prior  to the Share  Exchange,  NATCO  shall
increase  its  authorized  capital  to  consist  of:  i)  five  hundred  million
(500,000,000)  shares  of $0.001 par value common stock  and  ii)  five  million
(5,000,000) shares of $0.001  par  value  preferred stock.  Three hundred twenty
three million seven hundred and fifty thousand  (323,750,000)  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

Gerry Podersky-Cannon  Director, Secretary

</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 Final 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 effective the date of Final Closing.

      3.5   FINANCIAL  STATEMENTS.  Exhibit  3.5  hereto consists of the audited
financial statements of NATCO for the fiscal quarter  ended  March  31, 2007 and
management  prepared  financial  statements  for  the  three  subsequent  fiscal
quarters  (collectively,  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
publicly 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.  All  liabilities  of
NATCO will  be  assigned  to  a  company to be nominated by NATCO by the Closing
Date.

      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 except
as indicated in Exhibit 3.12.  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.  All
assets of NATCO will be assigned to a company to be nominated by  NATCO  by  the
Closing Date.

      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  current  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 or the Lassen Security
Holders  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 the Lassen Security Holders and
Lassen in this Agreement or  in any written statement that shall be delivered to
NATCO by the Lassen Security Holders  and  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   CLOSING  CERTIFICATE.  Lassen Security Holders and Lassen shall have
delivered to NATCO separate certificates  dated  the  Closing Date signed by the
Lassen  Security  Holders  and  Chief Executive Officer of  Lassen  respectively
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 2.11.


                                   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 except as
indicated in Exhibit 3.12.

      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,  one of the members of the
Board  of Directors of NATCO shall resign and the Board of  Directors  of  NATCO
shall simultaneously  appoint  one  (1)  designee  of  Lassen  to NATCO Board of
Directors.

      6.8   OFFICERS  OF  NATCO.  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 effective the date of Final
Closing.

      6.9   CORPORATE ACTION.   NATCO  shall  increase its authorized capital to
consist of: i) five hundred million (500,000,000)  shares  of  $0.001  par value
common  stock  and  ii)  five  million  (5,000,000)  shares  of $0.001 par value
preferred stock 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 Leschert and Company Law Corporation (the "ESCROW AGENT"), 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 the Escrow Agent (i) copies of Exhibit 1.2
            executed  by  all   of  the  Lassen  Security  Holders,  (ii)  share
            certificates representing  the  Lassen  Stock  duly  endorsed by the
            Lassen  Security  Holders  for transfer to NATCO, (iii) the  closing
            certificates described in Section  5.5,  (iv)  signed minutes of its
            directors approving this Agreement, the transfer of the Lassen Stock
            to NATCO and the registration and issue of new share certificates in
            the name of NATCO on Lassen's Share Register, (v)  legal  opinion in
            the form attached as Exhibit 2.25 and (vi) such other documents  and
            instruments  as NATCO's counsel may reasonably require (collectively
            referred to as the "LASSEN CLOSING DOCUMENTS").

      (b)   NATCO  shall  deliver   to   the   Escrow   Agent  (i)  certificates
            representing three hundred twenty three million  seven  hundred  and
            fifty thousand (323,750,000) 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 (collectively referred to as
            the "NATCO CLOSING DOCUMENTS").

      7.2   DOCUMENTS IN ESCROW.  The Escrow Agent shall hold the Lassen Closing
Documents and the NATCO Closing Documents in  escrow  and  undelivered until the
conditions subsequent as described in section 8.1 hereunder  have been completed
to NATCO's satisfaction.

      7.3   ESCROW AGENT.  The parties acknowledge that the Escrow  Agent  is  a
solicitor  who  acts for NATCO and that he may continue to at as such during the
term of this Agreement.   The  Escrow Agent will be deemed not to be in conflict
by  virtue  of  his  holding the Closing  Documents  or  performing  his  duties
hereunder.

      7.4   AMENDMENTS.   The Escrow Agent will have no duties except those that
are expressly set out herein  and  will not be bound by any notice of a claim or
demand with respect thereto or any waiver,  modification, amendment, termination
or rescission of this Agreement unless received  in writing and signed by NATCO,
Lassen and Lassen Security Holders.

      7.5   INDEMNITY.  NATCO, Lassen and Lassen Security  Holders shall jointly
and severally indemnify and save the Escrow Agent harmless from  and against any
and  all  liability,  loss,  cost,  damages,  claims,  demands,  suits, actions,
expenses and disbursements of whatever kind and nature which may be incurred by,
imposed  upon, asserted against or demanded from the Escrow Agent in  connection
with the performance  of  his duties hereunder other than those arising from the
gross negligence or fraud of the Escrow Agent.

                                  ARTICLE VIII
CONDITIONS SUBSEQUENT TO THE CLOSING DATE

      8.1   CONDITIONS SUBSEQUENT.   Following  the  Closing Date, the following
conditions subsequent shall be completed to the satisfaction of NATCO:

            (a)   Upon and subsequent to the date that  is 90 days following the
Closing  Date,  NATCO shall have the right to retain an expert  to  be  mutually
agreed upon between  NATCO  and  Lassen  (the  "EXPERT") to conduct tests on the
prototype(s) of the Lassen energy panels in order  to  produce a prototype panel
to  validate  the  technology claims by Lassen (the "PROTOTYPE").   Lassen  will
fully cooperate with  the  Expert  and  provide  all  support  as needed for the
tests.  The Prototype's specifications to be verified are as follows:

                   Rated Power (Watts)                                    3000
                   Series Fusing (Amps)                                   15
                   Current at Max. Power (Amps)                    14
                   Voltage at Max. Power (DC Volts)              220
                   Short Circuit Current (Amps)                       14.8
                   Length (Inches)
                   62.5

                   Width
                   32.5
                   Depth of Frame (Inches)                               3.5

            (b)   Lassen shall within 90 days following the Closing Date provide
NATCO,  and  subject to "good faith" acceptance by NATCO, a licensing  agreement
which shall include  the  exclusive license to: i) assemble the "Legacy", a non-
patentable portion of the Lassen  energy panels protected by trade secrets, into
the Lassen energy panels; and ii) develop and construct solar/hydrogen/fuel cell
power plants and all other uses to  produce  solar  energy  in excess of one (1)
megawatt ("MW")  using the Lassen energy panels.

      8.2   RELEASE  OF  ESCROW.  Within 130 days from the Closing  Date,  NATCO
shall provide a written confirmation to the Escrow Agent stating that either:

            (a)   all of the  conditions  as  specified in section 8.1 have been
performed and completed to the satisfaction of  NATCO and the Escrow Agent shall
proceed to deliver the Lassen Closing Documents to  NATCO  and the NATCO Closing
Documents to Lassen respectively (the "FINAL CLOSING"); or

            (b)   the conditions as specified in section 8.1  have  not been met
and  this  Agreement  shall  be  terminated.  The Escrow Agent shall return  the
Lassen Closing Documents to Lassen  and  NATCO  Closing  Documents  to NATCO for
cancellation.

      8.3   REGISTRATION AND LISTING. Following the Final Closing, 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.

      8.4   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 Final Closing.


      8.5  STOCK CONSOLIDATION.  Within 12 months  from the Final Closing, NATCO
 may complete no more than one reverse stock split with  respect  to  its common
 stock then issued and outstanding on a basis no higher than 10:1.
                                   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 Final 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 Final 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)   TERMINATION AFTER CLOSING DATE.  This Agreement may be terminated by
NATCO after the Closing Date, if  the Conditions Subsequent are not completed to
NATCO's satisfaction.

      (c)   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.

      (d)   EXTENSION; WAIVER.  At any time prior to the Final 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>
      In  witness  whereof,  the parties have executed this Agreement concerning
the exchange of securities on the date indicated above.

NATCO INTERNATIONAL INC.


/s/ Raj-Mohinder S. Gurm
_____________________________
By: Raj Gurm
Its:  Chairman and Chief Executive
      Officer



LASSEN ENERGY, INC. AND ITS SECURITY HOLDERS


/s/ Darry Boyd

By: Darry Boyd
Its:  Chairman and Chief Executive
      Officer


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

 Capital Group Communications, Inc.

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

 Peter Kristensen

 /s/ Peter Kristensen
                                        1,750,000  common shares
 By: Peter Kristensen

 Briton McConkie

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



 Joseph Martin, LLC

 /s/ Steve Careaga                      1,750,000 common shares

 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:





                                       2


<PAGE>
                                  EXHIBIT 1.1

         LIST OF LASSEN SECURITY HOLDERS TO RECEIVE NATCO COMMON STOCK

                       (To be provided prior to Closing)




                                       1


<PAGE>

                                  EXHIBIT 1.2

                             SUBSCRIPTION AGREEMENT

                       (To be provided prior to Closing)




                                       1


<PAGE>
                                  EXHIBIT 2.11

                          LASSEN FINANCIAL STATEMENTS

                       (To be provided prior to Closing)




                                       1


<PAGE>
                                  EXHIBIT 2.13

                           LASSEN LIABILITY SCHEDULE

                (To be provided prior to execution of Agreement)
     Creditor                                    Amount Owed
   1.  State of California                         $750
   2. DBK                                       $13,300
   3. RCD                                       $24,000


      Total                                     $38,050






                                       1


<PAGE>
                                 EXHIBIT 2.22

                                 LASSEN ASSETS

                (To be provided prior to execution of Agreement)
Asset
1.    Patent Application, Reference Number 20070204899, filed with the United
States Patent and Trademark Office ("USPTO") on March 2, 2006 (the "Patents").

      Pursuant to the Assignment of Patents executed on February 28, 2008, Darry
Lafayette Boyd ("Boyd") assigned all of Boyd's right, title and interest in and
to the Patents, and any and all continuations, divisions, reissuances, renewals
and extensions thereof to Lassen Energy, Inc. ("Lassen") in consideration for
fourteen million seven hundred thousand (14,700,000) shares of Lassen's common
stock.

2.    Exclusive Intellectual Property, Licensing, Manufacturing and Purchase
Agreement by and between DBK Corporation, Darry Boyd, Resource Capital
Development, Inc., and Lassen Energy, Inc.

      DBK Corporation ("DBK") and Boyd will grant Lassen an exclusive license to
assemble and utilize the portion  of the solar panel known as the "Legacy".  The
solar panel consists of 2 primary parts:  i)  Part  A,  which  is represented by
Patent Application, Reference Number 20070204899, filed with the  USPTO on March
2,  2006;  and  ii)  Part  B,  which is protected by trade secrets, and which  a
general description is provided  on  Schedule 1 to the Licensing Agreement.  DBK
will  manufacture the Legacy and will provide  Legacy  units  to  Lassen  to  be
assembled  with  Part A to make up the complete solar panel.  Boyd has agreed to
transfer all the trade  secrets,  know-how  and other information concerning the
Legacy to a mutually agreeable escrow agent which shall be released to Lassen in
the event that Boyd and/or DBK cannot provide  units  of  the  Legacy to Lassen.
Additionally, Lassen will have the exclusive right to develop and  construct all
sources who produce in excess of one (1) Megawatt ("MW") of solar electric power
using  the solar panels produced by Lassen (otherwise known as "Power  Plants").
DBK currently  has  agreements  in  place  with  its dealers whereby dealers can
purchase  solar panels for use equal to or less than  one  (1)  MW.   After  the
licensing agreement,  Lassen  will  be the sole manufacturer of the solar panels
which the dealers will receive. The exclusive  licenses  shall expire on January
31, 2009 if Lassen does not close at least $10,000,000 of  financing on or prior
to January 31, 2009.

3.    Binding Letter of Intent for the purchase of certain real property in
Lassen County, California, signed March 18, 2008 (to be amended).

      This is a binding letter of intent ("LOI") between Lassen  and  Jagjit  S.
Kang  ("Kang")  for  the  purchase  and  sale of real property in Lassen County,
California identified by Assessor's Parcel  No. 133-080-13, 9  & 42,  additional
locators RS No. 2-5-03 in Section 14 & 15, T28N,  R16E,  MDM (BK 38 Pg. 21) (the
"Property").   Lassen and Kang will execute an amendment to  the  LOI  extending
the  date  for completing the purchase and sale of the Property.  The definitive
purchase and sale agreement is expected soon thereafter.
                                  EXHIBIT 2.23

                           LASSEN MATERIAL CONTRACTS

                       (To be provided prior to Closing)










































                                  EXHIBIT 2.25

       FORM OF OPINION FROM LASSEN'S AND LASSEN SECURITY HOLDERS' COUNSEL

   (To be typed on the letterhead of the Lassen Security Holders'and Lassen's
                                  solicitors)

NATCO International Inc.
#204
13569- 76 Avenue
Surrey, BC V3W 2W3
Canada
ATTN: RAJ-MOHINDER GURM, CHIEF EXECUTIVE OFFICER

Leschert & Company Law Corporation
2760-200 Granville Street
Vancouver
British Columbia
V6C 1S4

Attention: Mr. Allen D. Leschert

Dear Sirs:

RE:   NATCO INTERNATIONAL INC. ACQUISITION OF ALL THE ISSUED AND OUTSTANDING
      SHARES IN LASSEN ENERGY, INC. ("LASSEN")

We have acted as counsel to all the security holders of Lassen (collectively the
"Lassen Security Holders") and Lassen, in connection with the sale of all of the
issued and outstanding  shares  in the capital of Lassen (the "Lassen Stock") to
Natco International Inc. ("NATCO") in consideration of 32,375,000 fully paid and
non-assessable common shares of NATCO  (the "NATCO Shares"), all pursuant to the
terms of a share purchase agreement dated  for  reference  April  __,  2008 (the
"Agreement") among the Lassen Security Holders, NATCO and Lassen.

As  counsel for the Lassen Security Holders and Lassen, we have participated  in
the preparation of or have reviewed and have attended to the execution of:

1.                the Agreement;

2.                resolutions  of  the  Board of Directors of Lassen authorizing
      the execution, delivery and performance of the Agreement;

3.                resolutions of the Board  of  Directors  of Lassen authorizing
      the transfer of Lassen Stock to NATCO;

4.                duly endorsed share certificates for transfer  of Lassen Stock
      from Lassen Security Holders to NATCO (the "Stock Transfers"); and

5.                closing  certificates  from  the  Lassen Security Holders  and
      Lassen as anticipated in the Agreement (the "Closing Certificate").

In  addition  to  the  foregoing,  we  have examined such statutes,  public  and
corporate  records,  documents  and  certificates,   and  have  considered  such
questions of law as we have deemed relevant and necessary  as  a  basis  for the
opinions  expressed  herein.   In  all  such  examinations  we  have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as  originals,  the conformity to authentic original documents of all  documents
submitted to us as  certified  and  photostatic copies or facsimiles thereof and
the originals of such certified or photostatic copies or facsimiles.

Whenever an opinion in this letter is  qualified  by  the phrase "to the best of
our knowledge" with respect to the existence or absence of facts, it is intended
to indicate that during the course of our representation  of the Lassen Security
Holders and Lassen, no information has come to our attention which would give us
actual knowledge of the existence or absence of such facts.   However,  we  have
not  undertaken  any  independent  investigation  to  determine the existence or
absence  of  such  facts and any limited enquiry undertaken  by  us  during  the
preparation  of  this   opinion  letter  should  not  be  regarded  as  such  an
investigation.  No inference  as  to  our  having  constructive knowledge of the
existence or absence of such facts should be drawn merely  from  the fact of our
representation of the Lassen Security Holders and Lassen.

The  opinions  herein are based on the laws of the State of Washington  and  the
laws of the United States applicable therein in effect as of the date hereof.

In connection with this opinion, we have assumed or relied on the following:

   (a)      in connection  with  the  opinion expressed in paragraph 1 below, we
      have  relied  upon  Certificates of  Good  Standing  from  the  California
      Registrar of Companies for Lassen dated _________, 2008;

   (b)      in connection with  the  opinion  expressed in paragraph 3 below, we
      have assumed that the Agreement and the Closing Certificate have been duly
      executed and delivered by the Lassen Security  Holders and Lassen and that
      the Agreement and Closing Certificate constitute  legal, valid and binding
      obligations of the Lassen Security Holders and Lassen  and are enforceable
      against  them in accordance with their terms subject to qualifications  on
      enforceability referred to below; and

   (c)      in connection  with  the  opinion expressed in paragraph 8 below, we
      have relied upon the Closing Certificate  from the Lassen Security Holders
      and Lassen dated _________, 2008.

Based and relying upon the foregoing, we are of the  opinion that as at the date
hereof:

1.          Lassen  has  been  duly incorporated, organized  and  is  a  validly
      existing company under the  laws of the State of California and is in good
      standing according to the records  of  the  Registrar  of  Companies  with
      respect to the filing of annual returns.

2.          Lassen has the corporate power and authority to conduct the business
      which, to the best of our knowledge, it is presently carrying on.

3.          Lassen  has  full  corporate  power  and authority to enter into the
      Agreement and to perform all of its obligations  thereunder.   Lassen  has
      taken  all  actions  required  to  enable  it  to  execute and deliver the
      Agreement and to perform all of its obligations thereunder.

4.          The  authorized  capital of Lassen consists of 1,000,000,000  common
      shares, par value $0.001  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 Lassen Security Holders.

5.          There   are   no   outstanding   options,  warrants,  subscriptions,
      conversion rights or other similar rights  to purchase, acquire or require
      the issuance of common shares of Lassen.

6.          All necessary corporate action required  of Lassen to permit the due
      and  valid  sale  and transfer of legal and beneficial  ownership  of  the
      Lassen Stock has been duly and validly effected.

7.          All closing conditions  that  any of the Lassen Security Holders and
      Lassen are entitled to rely on or waive as described in the Agreement have
      been duly satisfied.

8.          Upon delivery of the Stock Transfers to Lassen and the issuance of a
      new share certificate registered in the  name  of NATCO, NATCO will become
      the legal and beneficial owner of the Lassen Stock.

9.          The execution, delivery and performance of  the  Agreement have been
      duly  authorized by all requisite corporate action and the  Agreement  has
      been duly  executed and delivered by Lassen.  There is no provision in the
      Memorandum of  Incorporation,  Articles  or  any  unanimous  shareholders'
      agreement (collectively "Constating Documents") in effect as of  the  date
      hereof in Lassen requiring further consent or action for the execution and
      delivery  of  the  Agreement  by  it.   The  execution and delivery of the
      Agreement and the performance by Lassen of its obligations thereunder will
      not violate any provision of their respective Constating Documents.

10.         To our knowledge, the execution and delivery  of  the  Agreement and
      the  performance  by  the  Lassen  Security  Holders  or  Lassen  of their
      obligations thereunder will not violate any provision of any agreement  to
      which  any  of the Lassen Security Holders or Lassen is a party, or any of
      the Lassen Security Holders' or Lassen's property is subject.

11.         To our  knowledge,  the execution and delivery of the Agreement, and
      performance by Lassen Security  Holders  or  Lassen  thereunder  will  not
      violate  any order or decree of any court, governmental authority, bureau,
      or agency binding on the Lassen Security Holders or Lassen.

12.         The  execution  and delivery of all document related to the transfer
      of Lassen Stock under the  Agreement  by  the Lassen Security Holders will
      not violate any provisions of existing statutory  law,  rule or regulation
      applicable to the Lassen Security Holders or Lassen.

13.         To  our  knowledge,  there are no actions, suits, or proceedings  at
      law, in equity or before any  governmental  authority,  pending against or
      affecting  the Lassen Security Holders or Lassen, which would  affect  the
      validity of the Agreement.

The undersigned acknowledges that this opinion has been requested by NATCO, that
there is privity between  NATCO,  its  successor and assigns and the undersigned
and  that NATCO is relying on the conclusions  set  forth  in  this  opinion  in
closing  the  transaction as anticipated in the Agreement and might be harmed if
they are incorrect.

Our opinions herein are subject to the following qualifications:

      (a)   the  enforceability  of  the Agreement may be limited by bankruptcy,
         insolvency and other laws generally affecting the enforcement rights of
         creditors generally and to the  discretion  of  the  courts in granting
         equitable remedies, including the remedies of specific  performance and
         injunction   and   no   opinion   is  expressed  with  respect  to  the
         enforceability of the Lassen Security Holders' and Lassen's obligations
         under the Agreement; and

      (b)   no opinion is given as to the availability  of  specific performance
         or other equitable remedies in any particular instance.

This  opinion  is  provided  solely  for your use in connection with  the  above
referred transaction and may not be used  or  relied upon by any other person in
connection with this or any other matters or transaction  without  prior written
consent.

                               Yours very truly,

                               LASSEN SECURITY HOLDERS' & LASSEN'S COUNSEL

                               Per:





                                       1


<PAGE>
                                  EXHIBIT 3.5

                           NATCO FINANCIAL STATEMENTS

                       (To be provided prior to Closing)




                                       1


<PAGE>
                                  EXHIBIT 3.8

                               NATCO TAX RETURNS

                       (To be provided prior to Closing)




                                       1


<PAGE>

                                  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  (the "PVT AGREEMENT"), 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.


PVT  has  also  commenced  legal  proceedings in British Columbia Supreme  Court
against NATCO and its President, Raj-Mohinder S. Gurm, and two other individuals
PVT alleged were "de facto" directors  of  NATCO,  claiming  damages  and  other
remedies  arising  from  breach  of  confidence,  misrepresentation,  misuse  of
confidential information and libel over the dealings involving the PVT Agreement
(the  "PVT COUNTERCLAIM").  PVT is seeking an unspecified amount of damages plus
other relief against the defendants.

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















                                  EXHIBIT 3.16

                                  NATCO ASSETS

                (To be provided prior to Closing, if necessary)









































                                  EXHIBIT 3.17

                            NATCO MATERIAL CONTRACTS

                                      None






                                       1