EXHIBIT 10.2

                                    AMENDMENT

     This amendment dated as of October 22, 2004 (the "Amendment") is to the
Employment Agreement dated as of January 16, 2004, between Fansteel Inc., a
Delaware corporation (the "Company") and R. Michael McEntee (the "Executive").

     WHEREAS, Company and the Executive entered into an Employment Agreement
(the "Agreement") dated as of January 16, 2004 and effective as of January 23,
2004 (the "Effective Date") (capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement);

     WHEREAS, Section 6.4 of the Agreement provides that the Agreement may be
amended, modified, superseded, canceled, renewed or extended, and the terms and
conditions thereof may be waived, only by a written instrument signed by the
parties;

     WHEREAS, Section 2 of the Agreement provides that notice of non-renewal of
the Term must be provided within ninety (90) days of the applicable anniversary
of the Effective Date;

     WHEREAS, the Company and the Executive desire to amend Section 2 to change
the notice provision from ninety (90) days to no earlier than the July 1st or
later than the August 15th after the applicable anniversary of the Effective
Date so that if notice is given, the Agreement would terminate on the next
January 23rd; and

     WHEREAS, the Company and the Executive desire to amend Section 4.6 to
correct the section reference to Section 2 of the Agreement.

     NOW, THEREFORE, it is hereby agreed that:

     A. SECTION 2 OF THE AGREEMENT IS HEREBY AMENDED IN ITS ENTIRETY, EFFECTIVE
AS OF THE DATE HEREOF, AS FOLLOWS:

                           2. Duration of Employment.

          Subject to Section 4 of this Agreement, this Agreement and the
          employment relationship hereunder will continue in effect for two (2)
          years from the Effective Date (the "Initial Term") and shall be
          automatically extended for additional one (1) year periods on each
          anniversary of the Effective Date (the "Extended Term") so that two
          (2) years always remain in the term, unless and until either party
          provides a notice of non-renewal NO EARLIER THAN THE JULY 1ST OR LATER
          THAN THE AUGUST 15TH AFTER the first anniversary of the Effective Date
          or applicable anniversary of the Effective Date thereafter and
          termination of the Agreement will be effective AS OF THE NEXT JANUARY
          23RD AFTER THE NOTICE IS GIVEN, AND unless sooner terminated during
          such time in accordance with Section 4 hereof. FOR EXAMPLE PURPOSES
          ONLY, IN THE EVENT NOTICE OF NON-RENEWAL IS GIVEN BETWEEN JULY 1, 2005
          AND AUGUST 15, 2005, TERMINATION OF THE AGREEMENT WILL BE EFFECTIVE ON
          JANUARY 23, 2006. The Initial Term and the Extended Term are sometimes
          referred to in



          this Agreement as the "Term." In the event of the Executive's
          termination of employment during the Term, the Company's obligation to
          continue to pay all base salary, as adjusted, bonus and other benefits
          then accrued shall terminate except as may be provided for in Section
          4 of this Agreement.

     B. SECTION 4.6 OF THE AGREEMENT IS HEREBY AMENDED IN ITS ENTIRETY,
EFFECTIVE AS OF THE DATE HEREOF, AS FOLLOWS:

          Expiration of Term. Upon the expiration of the Term specified in
          Section 2 without an earlier termination pursuant to this Section 4,
          this Agreement shall terminate without further action by the Executive
          or the Company. Upon such expiration, the Executive shall receive (i)
          any unpaid Base Salary to the date of expiration, (ii) a payment for
          accrued, but unused, vacation time and (iii) expenses under Section
          3.6 incurred to the date of expiration but not yet reimbursed to the
          Executive.

     Except otherwise set forth herein, the Agreement shall remain in full force
and effect and the parties hereby reconfirm and ratify same.*

     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
October 22, 2004.

                                       EXECUTIVE

                                        /s/ R. Michael McEntee
                                       ----------------------------------------
                                       R. Michael McEntee


                                       FANSTEEL INC.


                                        /s/ Gary L. Tessitore
                                       ----------------------------------------
                                       By: Gary L. Tessitore
                                       Title: Chief Operating Officer


----------
*  Upper case language in A and B indicates the amended provisions.




                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT ("Agreement") dated as of __1-16__, _04_ between
Fansteel Inc., a Delaware corporation (the "Company") and R. Michael McEntee
(the "Executive").

     WHEREAS, the Company has filed for chapter 11 of title 11 of the United
States Code, 11 U.S.C. ss.ss. 101 et seq. (the "Bankruptcy Code") and has filed
with the bankruptcy court its proposed Plan of Reorganization and Disclosure
Statement (the "Plan of Reorganization"), which includes, among other
provisions, the identification of the Executive as the Vice President and Chief
Financial Officer of the Company after the confirmation of the Plan of
Reorganization; and

     WHEREAS, the parties wish to establish the terms of Executive's future
employment with the Company.

     Accordingly, the parties agree as follows:

                 ARTICLE I Employment, Duties and Acceptance.

     Section 1.01 Employment by the Company. The Company shall employ the
Executive effective as of the effective date of the Plan of Reorganization (the
"Effective Date") to render exclusive, subject to the last sentence of this
Section 1.1, and full-time services to the Company. The Executive will serve in
the capacity of Vice President and Chief Financial Officer of the Company and
shall report to the President and Chief Executive Officer of the Company (the
"CEO"). The Executive will perform such lawful duties related to the business of
the Company as are customarily performed by one holding such positions in the
same or similar businesses or enterprises as those of the Company. The Executive
will perform such other lawful duties related to the business of the Company as
may be assigned to him from time to time by the CEO or the Board of Directors of
the Company (the "Board"). The Executive will devote all his full working-time
and attention to the performance of such duties and to the promotion of the
business and interests of the Company. This provision, however, will not prevent
the Executive from investing his funds or assets in any form or manner, or from
acting as an advisor to or a member of, the board of directors of any companies,
businesses, or charitable organizations, so long as such actions do not violate
the provisions of Section 5 of this Agreement or interfere with the Executive's
performance of his duties hereunder.

     Section 1.02 Acceptance of Employment by the Executive. The Executive
accepts such employment and shall render the services described above.

                      ARTICLE II Duration of Employment.

                  Subject to Section 4 of this Agreement, this Agreement and the
employment relationship hereunder will continue in effect for two (2) years from
the Effective Date (the "Initial Term") and shall be automatically extended for
additional one (1) year periods on each anniversary of the Effective Date (the
"Extended Term") so that two (2) years always remain in the term, unless and
until either party provides a notice of non-renewal within ninety (90) days of
the first anniversary of the Effective Date or applicable anniversary of the
Effective Date thereafter and termination of the Agreement will be effective as
of the end of the then applicable




Extended Term, unless sooner terminated during such time in accordance with
Section 4 hereof. The Initial Term and the Extended Term are sometimes referred
to in this Agreement as the "Term." In the event of the Executive's termination
of employment during the Term, the Company's obligation to continue to pay all
base salary, as adjusted, bonus and other benefits then accrued shall terminate
except as may be provided for in Section 4 of this Agreement.

                     ARTICLE III Compensation by the Company.

     Section 3.01 Base Salary. As compensation for all services rendered
pursuant to this Agreement, the Company will pay to the Executive an annual base
salary of Two Hundred Sixteen Thousand One Hundred Thirty-Two Dollars
($216,132), subject to an upward adjustment by the Board of the Company, in its
sole discretion, and payable in accordance with the payroll practices of the
Company ("Base Salary"). The Base Salary may not be reduced during the Term.

     Section 3.02 Bonuses. Within six (6) months of the Effective Date, (i) the
Board shall determine and inform the Executive of the methodology to be used to
calculate the annual cash bonus to be provided to the Executive during the Term
and (ii) the Board shall determine and inform the Executive of the actual cash
bonus amount the Executive would receive for the first year of the Term under
the methodology determined by the Board.

     Section 3.03 Participation in Employee Benefit Plans. The Executive shall
be permitted, during the Term, if and to the extent eligible, to participate in
any group life, hospitalization or disability insurance plan, health program,
pension plan or similar benefit plan of the Company, which may be available to
other executives of the Company generally, on the same terms as such other
executives.

     Section 3.04 Car Allowance. The Executive shall be entitled to a monthly
car allowance equal to Six Hundred Forty-Five Dollars ($645).

     Section 3.05 Vacation. The Executive shall be entitled to twenty (20) days
of vacation per year. The carry-over of vacation days shall be in accordance
with Company policy.

     Section 3.06 Expense Reimbursement. During the Term, the Executive shall be
entitled to receive prompt reimbursement of all reasonable out-of-pocket
expenses properly incurred by him in connection with his duties under this
Agreement, including reasonable expenses of entertainment and travel, provided
that such expenses are documented and reported in accordance with the policies
and procedures of the Company or the Board, as applicable, at the time the
expenses are incurred.

     Section 3.07 Stock Options. The Executive shall be eligible to participate
in any applicable stock option plan of the Company made available to other
executives of the Company. All terms and conditions applicable to such stock
options, including, but not limited to, the decision to grant options to the
Executive, shall be governed by the provisions of the applicable stock option
plan and any stock option agreements thereunder.




                             ARTICLE IV Termination.

     Section 4.01 Termination Upon Death. If the Executive dies during the
Term, the Executive's legal representatives shall be entitled to receive (i) the
Executive's accrued but unpaid Base Salary, (ii) accrued but unpaid bonus up to
the date of death, (iii) a payment for accrued, but unused, vacation time and
(iv) expenses under Section 3.6 incurred but not yet reimbursed to the
Executive.

     Section 4.02 Termination Upon Disability. If during the Term the
Executive's employment with the Company is terminated as a result of a
"Disability" (as defined herein), the Executive (or his legal representatives)
shall be entitled to receive (i) the Executive's accrued but unpaid Base Salary,
(ii) accrued but unpaid bonus to the date of termination, (iii) a payment for
accrued, but unused, vacation time and (iv) expenses under Section 3.6 incurred
but not yet reimbursed to the Executive. For the purposes of this Agreement,
"Disability" means a determination by the Company in accordance with applicable
law that as a result of a physical or mental injury of illness, the Executive is
unable to perform the essential function of his duties with or without
reasonable accommodation.

     Section 4.03 Termination for Cause. Upon delivery of written notice of
termination for "Cause" (as defined below) from the Company to the Executive at
any time, the Agreement and the Executive's employment shall terminate
immediately. For the purposes of this Agreement, "Cause" means (i) commission of
a felony by the Executive, (ii) acts of intentional dishonesty by the Executive
resulting or intending to result in personal gain or enrichment at the expense
of the Company or any of its affiliates or subsidiaries, (iii) the Executive's
material breach of this Agreement, (iv) the Executive's contravention of
specific written lawful directions from the CEO or Board, (v) willful conduct by
the Executive in connection with his duties hereunder that is fraudulent,
unlawful, or grossly negligent, or (vi) willful misconduct by the Executive
which seriously discredits or damages the Company or any of its affiliates or
subsidiaries. If the Executive is terminated for Cause during the Term, the
Executive shall receive (i) any accrued but unpaid Base Salary to the date of
termination, (ii) a payment for accrued, but unused, vacation time and (iii)
expenses under Section 3.6 incurred to the date of termination, but not yet
reimbursed to the Executive

     Section 4.04 Voluntary Termination without Good Reason. The Executive may
upon at least sixty (60) but not more than ninety (90) days prior written notice
to the Company terminate employment hereunder without Good Reason, as defined in
Section 4.5. Upon a voluntary termination without Good Reason, the Executive
shall be entitled to receive (i) the Executive's Base Salary through the date of
termination, (ii) a payment for accrued, but unused, vacation time and (iii)
expenses under Section 3.6 incurred but not yet reimbursed to the Executive;
provided, however, that if the Company shall waive part or all of such sixty
(60) but not more than ninety (90) day notice period, the Executive shall only
receive Base Salary to the date of termination specified in such waiver.

     Section 4.05 Termination Without Cause or for Good Reason. The Company may
terminate Executive's employment without Cause at any time without notice and
the Executive may terminate his employment with Good Reason upon thirty (30)
days prior written notice to the Company. If, during the Term, the Company
terminates the Executive without Cause or the Executive terminates his
employment with Good Reason, the Executive shall receive (i) monthly
installments of Base Salary for twelve (12) months from the date of




termination (subject to compliance with the provisions of Section 5 hereof),
(ii) a pro rata portion of the bonus set forth in Section 3.2 for the year of
termination based on the period of the fiscal year in which the Executive was
employed prior to termination (such bonus, if any, shall be paid to the
Executive within thirty (30) days after the determination of the bonus by the
Board), (iii) continuation of all benefits under Section 3.3 hereof that the
Executive was receiving immediately prior to the date of termination, unless
prohibited by applicable law, which shall be paid by the Company, for a period
of twelve (12) months from the date of termination, (iv) a payment for accrued,
but unused, vacation time and (v) expenses under Section 3.6 incurred to the
date of termination but not yet reimbursed to the Executive.

     For the purposes of this Agreement, "Good Reason" means the occurrence of
any of the following without the Executive's written consent: (i) action by the
Company that results in a material diminution in the Executive's position,
authority, duties or responsibilities; (ii) the Company's failure to make any
payment or provide any award or benefit to the Executive under this Agreement
pursuant to the terms hereof; (iii) the Company's breach of any material term of
this Agreement or (iv) the Company's requirement that the Executive be based at
a location in excess of thirty-five (35) miles from North Chicago, Illinois,
except for required travel on Company business; provided that the Company, in
all cases, shall have fifteen (15) business days after receipt of notice from
the Executive in writing specifying the deficiency to cure the deficiency that
would result in "Good Reason."

     Section 4.06 Expiration of Term. Upon the expiration of the Term specified
in Section 1 without an earlier termination pursuant to this Section 4, this
Agreement shall terminate without further action by the Executive or the
Company. Upon such expiration, the Executive shall receive (i) any unpaid Base
Salary to the date of expiration, (ii) a payment for accrued, but unused,
vacation time and (iii) expenses under Section 3.6 incurred to the date of
expiration but not yet reimbursed to the Executive.

     Section 4.07 Removal from any Boards and Positions. If the Executive's
employment is terminated for any reason under this Agreement, he shall be deemed
to resign (i) if a member, from the Board or board of directors of any
subsidiary of the Company or any other board to which he has been appointed or
nominated by or on behalf of the Company and (ii) from any position with the
Company or any subsidiary of the Company, including, but not limited to, as an
officer of the Company or any of its subsidiaries.

            ARTICLE V Restrictions and Obligations of the Executive.

     Section 5.01 Confidentiality. (a) During the course of the Executive's
employment by the Company (prior to and during the Term), the Executive will
have access to certain trade secrets and confidential information relating to
the Company which is not readily available from sources outside the Company. The
confidential and proprietary information and, in any material respect, trade
secrets of the Company are among its most valuable assets, including but not
limited to, its customer and vendor lists, database, engineering, computer
programs, frameworks, models, its marketing programs, its sales, financial,
marketing, training and technical information, and any other information,
whether communicated orally, electronically, in writing or in other tangible
forms concerning how the Company creates, develops, acquires or maintains its
products and marketing plans, targets its potential customers and operates its
retail and other businesses. The Company invested, and continues to invest,
considerable amounts of time and money in its process, technology, know-how,
obtaining and




developing the goodwill of its customers, its other external relationships, its
data systems and data bases, and all the information described above
(hereinafter collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Company. The Executive acknowledges that such
Confidential Information constitutes valuable, highly confidential, special and
unique property of the Company. The Executive shall hold in a fiduciary capacity
for the benefit of the Company all Confidential Information relating to the
Company and its business, which shall have been obtained by the Executive during
the Executive's employment by the Company or predecessor of the Company and
which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
Except as required by law or an order of a court or governmental agency with
jurisdiction, the Executive shall not, during the period the Executive is
employed by the Company or at any time thereafter, disclose any Confidential
Information, directly or indirectly, to any person or entity for any reason or
purpose whatsoever, nor shall the Executive use it in any way, except in the
course of the Executive's employment with, and for the benefit of, the Company
or to enforce any rights or defend any claims hereunder or under any other
agreement to which the Executive is a party, provided that such disclosure is
relevant to the enforcement of such rights or defense of such claims and is only
disclosed in the formal proceedings related thereto. The Executive shall take
all reasonable steps to safeguard the Confidential Information and to protect it
against disclosure, misuse, espionage, loss and theft. The Executive understands
and agrees that the Executive shall acquire no rights to any such Confidential
Information.

     (b) All files, records, documents, drawings, specifications, data, computer
programs, evaluation mechanisms and analytics and similar items relating thereto
or to the Business (for the purposes of this Agreement, "Business" shall be as
defined in Section 5.3 hereof), as well as all customer lists, specific customer
information, compilations of product research and marketing techniques of the
Company, whether prepared by the Executive or otherwise coming into the
Executive's possession, shall remain the exclusive property of the Company, and
the Executive shall not remove any such items from the premises of the Company,
except in furtherance of the Executive's duties under any employment agreement.

     (c) It is understood that while employed by the Company the Executive will
promptly disclose to it, and assign to it the Executive's interest in any
invention, improvement or discovery made or conceived by the Executive, either
alone or jointly with others, which arises out of the Executive's employment. At
the Company's request and expense, the Executive will assist the Company during
the period of the Executive's employment by the Company and thereafter in
connection with any controversy or legal proceeding relating to such invention,
improvement or discovery and in obtaining domestic and foreign patent or other
protection covering the same.

     (d) As requested by the Company and at the Company's expense, from time to
time and upon the termination of the Executive's employment with the Company for
any reason, the Executive will promptly deliver to the Company all copies and
embodiments, in whatever form, of all Confidential Information in the
Executive's possession or within his control (including, but not limited to,
memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the
Company, the Executive will provide the Company



with written confirmation that all such materials have been delivered to the
Company as provided herein.

     Section 5.02 Non-Solicitation or Hire. During the Term and for a period
equal to twelve (12) months following the termination of the Executive's
employment for any reason (the "Restricted Period"), the Executive shall not,
(a) solicit any party who is a customer of the Company or its subsidiaries, or
who was a customer of the Company or its subsidiaries at any time during the
twelve (12) month period immediately prior to the relevant date, for the purpose
of marketing, selling or providing to any such party any services or products
offered by or available from the Company or its subsidiaries and relating to the
Business (provided that if the Executive intends to solicit any such party for
any other purpose, he shall notify the Company of such intention) or (b) employ
or solicit for employment any person who is an employee of the Company or any of
its subsidiaries at the time of termination.

     Section 5.03 Non-Competition. During the Restricted Period, the Executive
shall not, whether individually, as a director, manager, member, stockholder,
partner, owner, employee, consultant or agent of any business, or in any other
capacity, other than on behalf of the Company or an affiliate or successor of
the Company, organize, establish, own, operate, manage, control, engage in,
participate in, invest in, permit his name to be used by, act as a consultant or
advisor to, render services for (alone or in association with any person, firm,
corporation or business organization), or otherwise assist any person or entity
that engages in or owns, invests in, operates, manages or controls any venture
or enterprise which engages or proposes to engage in any line of business
conducted by the Company or actively pursued by the Company on the date of the
Executive's termination of employment (the "Business"); provided, however, that
the foregoing shall not preclude the Executive from being employed or retained
by a Person (as defined below), which, among its activities, engages in
activities that compete directly with the Business as so long as the Executive
does not provide as part of his principal management responsibilities, any
services to such Person's subsidiaries or divisions that compete directly with
the Business and the Executive does not disclose or make use of Confidential
Information relating to the Company. Notwithstanding the foregoing, nothing in
this Agreement shall prevent the Executive from owning for passive investment
purposes not intended to circumvent this Agreement, less than five percent (5%)
of the publicly traded equity securities of any competing enterprise (so long as
the Executive has no power to manage, operate, advise, consult with or control
the competing enterprise and no power, alone or in conjunction with other
affiliated parties, to select a director, manager, general partner, or similar
governing official of the competing enterprise other than in connection with the
normal and customary voting powers afforded the Executive in connection with any
permissible equity ownership).


     "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended from time to time, or any
successor thereto ("the Exchange Act") and used in Sections 13(d) and 14(d)
thereof, including a "group" as described in Section 13(d) thereof. "Beneficial
Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the General
Rules and Regulations under the Exchange Act.

     Section 5.04 Reputation. The Executive agrees not to engage in any act
that is intended, or may reasonably be expected to materially harm the
reputation, business, prospects or operations of the Company or any member of
its Board, unless as required by law or an order of a court or governmental
agency with jurisdiction



     Section 5.05 Property. The Executive acknowledges that all originals and
copies of materials, records and documents generated by him or coming into his
possession during his employment by the Company are the sole property of the
Company ("Company Property"). During the Term, and at all times thereafter, the
Executive shall not remove, or cause to be removed, from the premises of the
Company, copies of any record, file, memorandum, document, computer related
information or equipment, or any other item relating to the business of the
Company, or any affiliate, except in furtherance of his duties under the
Agreement. When the Executive terminates his employment with the Company, or
upon request of the Company at any time, the Executive shall promptly deliver to
the Company all copies of Company Property in his possession or control.

     Section 5.06 Work Product. The Executive agrees that all inventions,
discoveries, systems, interfaces, protocols, concepts, formats, creations,
developments, designs, programs, products, processes, investment strategies,
materials, computer programs or software, data bases, improvements, or other
properties related to the business of the Company or any of its affiliates,
conceived, made or developed during the term of his employment with the Company,
whether conceived by the Executive alone or working with others, and whether
patentable or not (the "Work Product"), shall be owned by and belong exclusively
to the Company. The Executive hereby assigns to the Company his entire rights to
the Work Product and agrees to execute any documents and take any action
reasonably requested by the Company (at the Company's sole cost and expense) to
protect the rights of the Company in any Work Product. The Executive
acknowledges that any copyrightable subject matter created by the Executive
within the scope of his employment, whether containing or involving Confidential
Information or not, is deemed a work-made-for-hire under Chapter 17 of the
United States Code, entitled "Copyrights," as amended, and the Company shall be
deemed the sole author and owner thereof for any purposes whatsoever. In the
event of any unauthorized publication of any Confidential Information, the
Company shall automatically own the copyright in such publication. Further, the
Company shall automatically hold all patents and/or trademarks, if any, with
respect to any Work Product.

                          ARTICLE VI Other Provisions.

     Section 6.01 Notices. Any notice or other communication required or which
may be given hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid, and shall be deemed given when so
delivered personally, telegraphed, telexed, or sent by facsimile transmission
or, if mailed, four (4) days after the date of mailing, as follows:

          (a) If the Company, to:

     Fansteel Inc.
     Number One Tantalum Place
     North Chicago, Illinois  60064

     Attention:  Board of Directors
     Telephone:
     Fax:

     With a copy to:



     Schulte Roth & Zabel LLP
     919 Third Avenue
     New York, NY  10022

     Attention:        Jeffrey S. Sabin, Esq.
                       Andre Weiss, Esq.
     Telephone:        (212) 756-2000
     Fax:              (212) 593-5955

          (b) If the Executive, to his home address set forth in the records of
the Company.

     Section 6.02 Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.

     Section 6.03 Representations and Warranties by Executive. The Executive
represents and warrants that he is not a party to or subject to any restrictive
covenants, legal restrictions or other agreements in favor of any entity or
person which would in any way preclude, inhibit, impair or limit the Executive's
ability to perform his obligations under this Agreement, including, but not
limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.

     Section 6.04 Waiver and Amendments. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
right, power or privilege hereunder, nor any single or partial exercise of any
right, power or privilege hereunder, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.

     Section 6.05 Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of [Illinois] applicable to agreements
made and to be performed entirely within such state, without regard to conflicts
of laws principles.

     Section 6.06 Assignability. This Agreement, and the Executive's rights and
obligations hereunder, may not be assigned by the Executive. The Company shall
assign this Agreement and its rights, together with its obligations, to any
other entity which will substantially carry on the business of the Company and
such entity shall expressly assume and agree to perform this Agreement in the
same manner and to the same extent that the Company is required to perform
hereunder. Failure of the Company to obtain such assumption and agreement before
the effectiveness of any such agreement to carry on the business of the Company
shall be a breach of this Agreement and shall entitle the Executive to the
payments and benefits set forth in Section 4.5 herein.

     Section 6.07 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.



     Section 6.08 Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning of terms
contained herein.

     Section 6.09 Remedies; Specific Performance. The parties hereto hereby
acknowledge that the provisions of Section 5 are reasonable and necessary for
the protection of the Company. In addition, the Executive further acknowledges
that the Company will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive is aware that the Company will
be entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining the
Executive from any actual or threatened breach of such covenants. In addition,
without limiting the Company's remedies for any breach of any restriction on the
Executive set forth in Section 5, in the event of such breach, the Company will
have no obligation to pay any of the amounts that remain payable by the Company
under Section 4.

     Section 6.10 Severability. If any term, provision, covenant or restriction
of this Agreement, or any part thereof, is held by a court of competent
jurisdiction of any foreign, federal, state, county or local government or any
other governmental, regulatory or administrative agency or authority to be
invalid, void, unenforceable or against public policy for any reason, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected or
impaired or invalidated. The Executive acknowledges that the restrictive
covenants contained in Section 5 are a condition of this Agreement and are
reasonable and valid in geographical and temporal scope and in all other
respects.

     Section 6.11 Judicial Modification. If any court or arbitrator determines
that any of the covenants in Section 5, or any part of any of them, is invalid
or unenforceable, the remainder of such covenants and parts thereof shall not
thereby be affected and shall be given full effect, without regard to the
invalid portion. If any court or arbitrator determines that any of such
covenants, or any part thereof, is invalid or unenforceable because of the
geographic or temporal scope of such provision, such court or arbitrator shall
reduce such scope to the minimum extent necessary to make such covenants valid
and enforceable.

     Section 6.12 Tax Withholding. The Company or other payor is authorized to
withhold, from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such
benefit or payment and to take such other action as may be necessary in the
opinion of the Board to satisfy all obligations for the payment of such
withholding taxes.



     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the day and year first above
mentioned.


                                     EXECUTIVE



                                     /s/ R. Michael McEntee
                                     -------------------------------------------
                                     R. Michael McEntee
                                     Vice President and Chief Financial Officer


                                     FANSTEEL INC.



                                     By: /s/ Gary L. Tessitore
                                         ---------------------------------------
                                         Gary L. Tessitore
                                         President and Chief Executive Officer