Exhibit 10.7

                           ADVISORY SERVICES AGREEMENT

ADVISORY SERVICES AGREEMENT ("Agreement"),  dated as of May 25, 2004 ("Agreement
Date"), by and between JMK Associates  (hereinafter  referred to as Consultant).
and Nesco Industries Inc, (hereinafter referred to as the 'Company").

                              W I T N E S S E T H:

WHEREAS,  the Company wishes to retain  Consultant  and Consultant  wishes to be
retained by the Company,  to perform certain business  advisory and introduction
services on the terms and conditions set forth herein

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

1.   Services

During  the Term of this  Agreement,  Consultant  shall  provide  introductions,
advice, and other appropriate  assistance to the Company.  This may also include
the  identification  of  opportunities,   arranging  meetings,   preparation  of
documents and literature, and overall coordination (hereinafter the "Services").

2.   Term

The Term of this Agreement  shall be twenty~four  (24) months  commencing on the
Agreement Date provided that:

     (a)  The  Company  shall  have  the  right  to  terminate   this  Agreement
immediately  upon giving  Consultant  written  notice if  Consultant  shall have
engaged in gross misconduct in the performance of his duties hereunder.

     (b) Consultant shall have the right to terminate this Agreement immediately
if the Company fails to timely pay or reimburse  Consultant any amounts owing to
Consultant  hereunder,  if such failure  persists  for fourteen  (14) days after
Consultant  gives the Company written notice of such failure.  Consultant  shall
also have the right to  terminate  this  Agreement  without  cause by  providing
thirty (30) days written notice to the Company.

3.   Definitions

     (a) As used herein, the term "Affiliate" shall mean any successor entity to
the  Company,  any  entity  that  acquires  more  than 50% of the  equity of the
Company,  or any other  entity  in which  50% or more of its  equity is owned or
controlled by any individual or entity which owns more than 50% of the equity of
the Company as of the date of the relevant Strategic Alliance,  Transaction,  or
Financing (as defined below).
<PAGE>

     (b) As used  herein,  the term  "Strategic  Alliance"  shall mean,  without
limitation,  one or more  transactions  pursuant to which the Company obtains or
transfers the rights to sell one or more products,  but not the ownership of the
material intellectual property associated with these products, or a relationship
which results in revenues to the Company.

     (c)   As   used   herein,   the   term   "Transaction"   shall   mean   any
merger/acquisition  or other form of business combination involving the Company,
such as the sale of the  Company  or  product  line(s)  or an  acquisition  of a
company or product  line(s),  which the Company  decides to proceed  with at its
discretion.

     (d) The following shall be considered part of the "Gross Transaction Value"
whether paid directly or indirectly to or by the Company, or an Affiliate, or to
any of its stockholders,  directors,  officers or other management personnel, or
to any third party at the  direction  of the  Company,  so long as such items or
amounts are paid in  connection  with a  Transaction  or to secure  distribution
rights  and/or a  license  to  intellectual  property  pursuant  to a  Strategic
Alliance:

          (i)  All cash, securities or other property

          (ii) The aggregate  principal  amount of any  indebtedness  assumed in
               connection with the transaction

          (iii)All  contingent  future  payments  (based upon future  profits or
               otherwise)

          (iv) Any payments for non-compete covenants or consulting  agreements,
               the net value of any assumed liabilities

          (v)  The net value of any excess  benefits  which are  realized by any
               party or any stockholder,  director,  officer,  employee or agent
               thereof as a result of  contractual  arrangements  providing  for
               benefits  to it which  are  greater  than  those  which  would be
               available to it on an arm's length basis

If the  Gross  Transaction  Value  is paid in  whole  or in part in the  form of
securities,   the  value  of  such  securities,   for  purposes  of  calculating
Consultant's fee, shall be deemed to be the fair market value thereof on the day
prior to the  consummation  of such  transaction  as the Company and  Consultant
shall mutually agree;  provided,  however,  that if such  securities  consist of
freely trading  securities for which there is an existing public trading market,
the fair  market  value  thereof  shall be deemed to be the  average of the last
sales prices for such  securities on the ten trading days ending five days prior
to the consummation of the transaction.

     (e) As used  herein,  the term "Net Sales" shall mean the sales of products
to any third party less any  related  returns  and  allowances,  but without any
deductions  for  commissions  paid to sales  representatives,  agents,  or other
individuals or entities.
<PAGE>

     (f) As used herein, the term "Financing" shall mean a transaction  pursuant
to which the Company or an  Affiliate  raises funds in any form such as, but not
limited  to,  the sale of debt and  equity.  The total  amount  of funds  raised
pursuant a Financing shall be referred to herein as "Capital Raise".

4.   Fees

     (a) As partial  consideration fo/the rendering of the Services,  Consultant
will receive (a) a monthly advance of $7,500 such advance to be credited against
any other cash fees earned under the terms of this Agreement,  such advance will
not be payable  until the Company  closes on a round of  financing  in excess of
$300,000 (three hundred thousand),  (b) 2,000,000 shares of the Company's common
stock,  on a  pre-reverse  split basis as  contemplated  by that  certain  share
exchange  agreement  dated February 2004 between the Company and Hydrogel Design
Systems, Inc., such shares shall have "piggyback" registration rights.

     (b) In the event of a Strategic  Alliance  introduced  by Consultant to the
Company  during  the  Term  of this  Agreement  or  within  twelve  (12)  months
thereafter  (such  introduction to he acknowledged in writing by the Company and
Consultant prior to any Services. If not acknowledged in writing then Consultant
shall  not have any  entitlement  to any  additional  Strategic  Alliance  Fee),
Consultant  will be  compensated  by the  payment of a portion of its  Strategic
Alliance Fee based on the Gross  Transaction  Value calculated as the sum of the
following:

          (i)  For amount of Gross Transaction  Value  Consultant's fee shall be
               two percent (2%) of that amount.

          (ii) Consultant  will  also  be  compensated  by  the  payment  of  an
               additional  portion of Consultant's  Strategic Alliance Fee equal
               to 2.0% of Net Sales for the first three years.

In  the  event  of a  Strategic  Alliance  not  introduced  to  the  Company  by
Consultant,  but in the case that the Company asks  Consultant to provide advice
and assistance relating to a transaction, Consultant would not receive any fee.

     (c) In the event of a  Transaction  introduced by Consultant to the Company
during the Term of this Agreement or within twelve (12) months  thereafter (such
introduction to be  acknowledged in writing by the Company and Consultant  prior
to any Services,  If not  acknowledged in writing then Consultant shall not have
any entitlement to any Transaction  Fee),  Consultant will be compensated by the
payment of a Transaction Fee based on the Gross  Transaction Value calculated as
the sum of the following:

          (i)  For  amount  of  Gross   Transaction   Value  between  $1,00  and
               $1,000,000,  Consultant's  fee shall be five percent (5%) of that
               amount.
<PAGE>
          (ii) For the amount of Gross Transaction Value between  $1,000,001 and
               $2,000,000,  Consultant's fee shall be three percent (4%) of that
               amount.

          (iii)For the amount of Gross Transaction Value between  $2,000,001 and
               $3,000,000,  Consultant's fee shall be three percent (3%) of that
               amount.

          (iv) For the amount of Gross Transaction Value between  $3,000,001 and
               $4,000,000,  Consultant's fee shall be three percent (2%) of that
               amount.

          (v)  For  the  amount  of  Gross   Transaction   Value  in  excess  of
               $5,000,001,  Consultant's  fee shall be two percent  (1%) of that
               amount.

If not acknowledged in writing then Consultant shall not have any entitlement to
any Transaction Fee.

     (d) In the event of a Financing utilizing the Services of Consultant during
the  Term  of this  Agreement,  as  requested  in  writing  by the  Company  and
Consultant  prior to any Services,  or within twelve (12) months of such written
acknowledgement,  Consultant  will be  compensated by the payment of a Financing
Fee equal to five  percent  (5%) of the  Capital  Raise,  payable in cash at the
closing of the Financing.  If not  acknowledged in writing then Consultant shall
not have any entitlement to any Transaction Fee.

     (e) Fees shall be paid without  deduction for taxes of any kind.  Any taxes
payable  as  a  result  of   Consultant's   fees  hereunder  shall  be  entirely
Consultant's responsibility.

     (f) The Company and Affiliate  shall maintain true and accurate  records of
the Gross  Transaction  Value and Net Sales.  The  Company and  Affiliate  shall
provide a copy of these  records,  in  reasonable  detail,  to Consultant at the
Company and Affiliate's  sole expense when requested by Consultant,  which shall
not be more than four (4) times in any fiscal year.  Consultant  shall also have
the right to cause a certified public accountant of Consultant's choice to audit
the  records  of the  Company  and  Affiliate  in  reasonable  detail  not  more
frequently than one (1) time during any fiscal year for the purpose of verifying
that accurate  records of the Gross  Transaction  Value have been maintained and
provided to Consultant in  accordance  with this Section 4(f) of this  Agreement
and that the Company and Affiliate  has paid to  Consultant  the correct fees in
accordance with Sections 4(b) and 4(c) of this Agreement. This audit shall be at
the sole expense of Consultant, unless the certified public accountant discovers
that total fees paid were less than eighty-five  percent (85%) of the total fees
that  should have been paid.  In such case,  the  Company  and  Affiliate  shall
reimburse  Consultant  for all  reasonable  costs of the  audit  and also pay to
Consultant  the fees provided for in this  Agreement.  The Company and Affiliate
shall pay any additional fees due to Consultant  within fourteen (14) days after
receipt of notice.  The Company's  obligations and the  Affiliate's  obligations
pursuant to this Section 4 shall survive the termination of this Agreement.
<PAGE>

5.    Expenses

     (a) The Company shall  reimburse  Consultant for  reasonable  out-of-pocket
expenses incurred by Consultant in connection with the rendering of Consultant's
Services  hereunder  including,  without  limitation,  all expenses  relating to
travel,  lodging,  due diligence efforts,  legal fees,  mailing costs,  printing
fees, and any additional expenses incurred for or on behalf of the Company. When
the Company requests  Consultant to render Services for which Consultant will be
traveling by air, the Company shall provide Consultant, at Consultant's request,
with prepaid tickets for this air travel.  Consultant shall obtain the Company's
prior approval before incurring any individual expenses in excess of $500.00.

     (b)  Consultant  shall submit an invoice to the Company  delineating  these
expenses  in   reasonable   detail.   Consultant   shall   provide   appropriate
documentation  for all individual  expense items in excess of $100.00.  Expenses
incurred in a foreign  currency shall be converted by Consultant to U.S. dollars
when  submitting the invoice using a reasonable and  appropriate  exchange rate.
The Company  shall  reimburse  these  expenses  within  fourteen (14) days after
receipt of an invoice.

     (c) The Company's and  Affiliate's  obligations  pursuant to this Section 5
shall survive the termination of this Agreement.

6.   Indemnification

The Company  shall  defend,  indemnify  and hold  harmless  Consultant  and its,
members,  principals,  managers,  employees,  affiliates,  sub-contractors,  and
agents  from  and  against  any  and  all  liability,  demands,  loss,  expense,
reasonable  attorneys' fees and/or claims for injury or damages  resulting from,
arising out of or  relating  to  Consultant's  retention  by the Company  and/or
Consultant's performance of its obligations under this Agreement. This Section 6
shall survive the termination of this Agreement.

The  Consultant  shall  defend,  indenmify  and hold  harmless  Company and its,
members,  principals,  managers,  employees,  affiliates,  sub-contractors,  and
agents  from  and  against  any  and  all  liability,  demands,  loss,  expense,
reasonable  attorneys' fees and/or claims for injury or damages  resulting from,
arising  out of or  relating  to any gross  negligence,  willful  misconduct  or
material  breach of this agreement by  Consultant.  This Section 6 shall survive
the termination of this Agreement.

7.   Conflicts of Interest:

The Company hereby expressly  acknowledges and waives any claims or conflicts of
interests relating to the following:
<PAGE>

Consultant  has  been and will  attempt  to  continue  to be  retained  by other
companies in the information  technology/software  field in various  capacities,
including,  without limitation,  general business  consulting,  capital raising,
mergers,  acquisitions,  joint ventures,  distribution agreements,  product line
acquisitions, produce line divestitures, and strategic planning.

Consultant has existing relationships with many companies in the above-described
industry,  including  some that may be  contacted  for the  purpose of forming a
relationship  with the Company or entering into a transaction  with the Company.
Consultant  may receive  other  compensation  from these  companies for services
Consultant  provides  during the course of  Consultant's  relationship  with the
Company.

8.   Confidentiality:

     (a)  Consultant  acknowledges  that in the  performance  of work  hereunder
Consultant may obtain access to  Confidential  Information (as defined below) of
the Company.  Consultant agrees as to such Confidential  Information  during and
after the term of this Agreement,  unless  specifically  permitted in writing by
the Company, to (a) retain it in confidence and (b) not disclose it to any third
party  except for the purpose of carrying  out  Consultant's  work and  services
hereunder.

     (b)  Consultant  shall not disclose such  Confidential  Information  to any
third party, or use such  Confidential  Information  without first obtaining the
prior  approval of the Company  including  the terms,  if any,  under which this
Confidential Information may be disclosed.

     (c)  As  used  herein  Confidential  Information  means  any  technical  or
non-technical  information or data in written,  oral or tangible form (including
samples and models)  relating to the  Company's  business or potential  business
operations  or with  respect to its  research  and  development  activities  not
generally  available to or known to the public,  that is disclosed to Consultant
by  or  on  behalf  of  the  Company,  or  learned  by  Consultant  pursuant  to
Consultant's work hereunder. Any technical or non-technical  information or data
not  generally  available  to or known to the public  developed  or generated in
whole  or  in  part  by  Consultant  pursuant  to  Consultant's  work  hereunder
(including  without  limitation  any reports  prepared by  Consultant)  shall be
deemed Confidential Information.

     (d) Upon completion of Consultant's  work hereunder or other termination of
this Agreement,  Consultant will return to the Company Confidential  Information
and copies  thereof  disclosed to Consultant in connection  with this  Agreement
except for one copy which may be retained by Consultant for its legal records.

     (e) The  Company  hereby  agrees  not to  disclose  the  existence  of this
Agreement  or the  specific  terms set forth  herein or in any  manner  use this
Agreement in  negotiations  or  communications  with third parties.  The Company
acknowledges that in the event of a breach of the foregoing sentence, Consultant
will  suffer  immediate  and  irreparable  harm and that money  damages  will be

<PAGE>

inadequate  to  compensate  Consultant.  In the event the Company  breaches  the
foregoing  confidentiality  obligation,  the Company  shall  immediately  notify
Consultant of such breach and shall take all steps necessary to remedy the same.
Each party's  obligations  under this paragraph shall survive the termination of
this Agreement for a period of thirty-six (36) months.

9.   Not a Broker-Dealer

The Company  acknowledges that Consultant  proposes to initially act solely as a
finder and advisor.  In the event that  Consultant  successfully  introduces the
Company to a third party and the Company  enters  into a  transaction  with that
third party,  then  Consultant may be entitled to a fee pursuant to Section 4 of
this  Agreement.  In all events,  Consultant is not a  broker-dealer,  shall not
operate as a broker or dealer,  is not holding  itself out as a broker or dealer
and is not engaged in the business of buying or selling  securities or otherwise
required to register with the National Association of Securities Dealers.

10.  Entire Agreement

This Agreement  contains the entire  understanding of the parties and supersedes
all prior agreements,  understandings,  negotiations and discussions between the
parties, whether oral or written. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT,  AND TO THE FULLEST  EXTENT  PERMITTED  BY LAW,  CONSULTANT  MAKES NO
WARRANTIES OR REPRESENTATIONS,  EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES
AND HEREBY  DISCLAIMS ALL IMPLIED  WARRANTIES.  No amendments to this  Agreement
shall be binding unless executed in writing by the parties hereto.

11.  Severability

This Agreement shall be deemed to be severable in nature.  If for any reason any
paragraph,  term or  provision  of this  Agreement  is  held  to be  invalid  or
unenforceable by any court of competent jurisdiction, all other valid provisions
of this Agreement  shall remain in full force and effect.  If for any reason any
portion of the  paragraphs,  terms or provisions of this Agreement is held to be
too broad or to any extent invalid as written,  then the parties agree that such
provisions  shall be enforced  to the fullest  extent to which they may be found
enforceable under applicable law.

12.  Binding

This  Agreement  shall inure to the benefit of and be binding on the  respective
parties hereto and their respective executors,  administrators,  successors, and
assigns.  This  Agreement  shall not be  assignable  by either party without the
consent of the other that shall not be unreasonably  withheld except as provided
herein.  Any sale of all or substantially  all of the assets or capital stock of
the Company or any 'merger,  combination or  consolidation of the Company or any
change in control of the Company shall be deemed an  assignment  for purposes of
this section,
<PAGE>

This Agreement is personal and assignable by Consultant  only with the Company's
prior  written  consent,  which  consent  will  jot  be  unreasonably  withheld,
conditioned or delayed.

13.  Notices and Payments

Any notices required or given hereunder shall be sent in writing by certified or
registered mail, postage prepaid and return receipt  requested,  or by overnight
express  delivery service to the parties'  respective  addresses first mentioned
above,  or to such other address as such party shall from time to time designate
by like notice to the other.  All notices shall be deemed to be effective on the
date of receipt.  Any statements or payments required by this Agreement shall be
delivered  in person,  mailed  postage  prepaid,  or sent by  overnight  express
delivery  service  to the  parties  at the  addresses  set forth  below  (unless
delivery  is in person) or to such  substituted  address or  designee  as either
party may hereafter state in a notice to the other.

If to the Company:


Chief Financial Officer
Nesco Industries, Inc.
305 Madison Avenue
Suite 4510
New York, NY 10165


If to Consultant:


JMK Associates
c/o Park Avenue Consulting
305 Madison Avenue
Suite 4510
New York, NY 10165


14.  Miscellaneous

     (a) The parties agree that the Consultant is an independent  contractor and
that he is not an  agent or  representative  of the  Company  and that he has no
authority to make  representations on behalf of or otherwise bind the Company in
any respect.

     (b) The validity, interpretation and performance of this Agreement shall be
governed by and construed under the laws of the State of New York without regard
to the conflict of law provisions thereof,

     (c) Except as provided  below,  the Company and  Consultant  agree that any
dispute  or  controversy  arising  out of or  relating  to  any  interpretation,
construction,  performance  or  breach of this  Agreement  shall be  settled  by
arbitration  in  accordance  with  the  rules  then in  effect  of the  American
Arbitration  Association  The  arbitration  shall be held in New York,  NY.  The
arbitrator may grant injunctions or other relief in such dispute or controversy.
The decision of the arbitrator  shall be final,  conclusive,  and binding on the
parties to the arbitration.


<PAGE>

     (d) This  Agreement  shall be deemed drafted by both parties so as to avoid
any negative inferences that may be drawn against the drafter by a court of law.
The  instant  Agreement  is the result of  extensive  negotiations  between  the
parties  and   reflects  the  terms   requested  by  both  parties   after  said
negotiations.

     (e) This  Agreement may be executed in  counterparts  and all  counterparts
containing  original  signatures  may together be  considered as the original of
this Agreement. An executed facsimile shall be deemed an original.


IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Agreement as of the date set forth above.


COMPANY                                 Nesco Industries, Inc.





                                        Name: Matthew Harriton
                                        Title: CEO





Consultant:                             JMK Associates





                                        Name: Joshua Kuzon
                                        Title: Partner

<PAGE>

                           Acknowledged Introductions

Cardiotech Corporation
Medafor
Noble Fiber
NGN Fund
Verticle Ventures
TICC Fund
Provident Healthcare Partners
John Papajohn and Papajohn related companies