Exhibit 10.7


________________________________________________________________________________

                         SECURITIES PURCHASE AGREEMENT


                                  BY AND AMONG

                             NESCO INDUSTRIES, INC.

                                      AND

                           THE INVESTORS NAMED HEREIN
________________________________________________________________________________




                               Dated July 1, 2004

<PAGE>

                         SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES  PURCHASE AGREEMENT (the "Agreement") is made as of the 1st
day of July, 2004, by and between NESCO Industries,  Inc., a Nevada  corporation
(the "Company"),  and the investors listed on the Schedule of Investors attached
hereto (each an "Investor" and collectively, the "Investors").

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to sell to the Investors,  and the Investors
desire  to  purchase  from the  Company,  (a) an 8% senior  secured  convertible
promissory note in the principal amount of up to $3,000,000 (the "Note"), in the
form  attached as Exhibit A hereto,  and (b) a warrant (the  "Warrant"),  in the
form  attached as Exhibit B hereto,  to purchase an aggregate of  20,000,000,000
shares of the Company's  common  stock,  $0.001 par value per share (the "Common
Stock") at an exercise  price of $0.25 per share,  or 666,667  Warrants for each
$100,000 of principal  amount of Note sold,  pursuant to the  provisions of this
Agreement; and

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this  Agreement,  and for other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties do hereby
agree as follows:

     1. Purchase and Sale of Note and Warrant.

     1.1  Issuance  and Sale of Note  and  Warrant.  Subject  to the  terms  and
conditions of this Agreement, the Investors agree to purchase at the Closing (as
hereafter defined), and the Company agrees to issue and sell to the Investors at
the  Closing,  the  amount of Notes and the  Warrants  set forth  opposite  each
Investor's name on the Signature Page hereto, for an aggregate purchase price of
up to Three  Million  ($3,000,000)  Dollars (the  "Purchase  Price"),  which may
include the sale of up to $2,900,000  principal amount of Notes for cash and the
conversion/exchange  of up to $100,000 principal amount of existing bridge notes
("Bridge  Notes")  for Notes with an  aggregate  principal  amount  equal to the
unpaid principal of the existing bridge notes ("Bridge Note Exchange Amount").

     1.2 Closing.

     (a) The initial  closing of the  purchase and sale of a minimum of $350,000
principal  amount of Notes,  inclusive of the Bridge Note  Exchange  Amount (the
"Minimum Amount") under this Agreement (the "Initial  Closing") shall be held at
the offices of Sloan Securities  Corp.,  444 Madison Avenue,  New York, New York
(or remotely via the exchange of documents  and  signatures),  on or before July
16,  2004 (the date of the  Initial  Closing is  hereinafter  referred to as the
"Initial Closing Date").  The subsequent  closing(s) of the purchase and sale of
up to an  additional  $2,650,000  of principal  amount of Notes in excess of the
Minimum Amount (the "Maximum  Amount")  under this  Agreement  (the  "Subsequent
Closing(s)")  shall  take place at a time  agreed  upon by the  Company  and the
Investors participating in the respective Subsequent Closing (the date(s) of the
Subsequent  Closing(s) is  hereinafter  referred to as the  "Subsequent  Closing
Date(s)"),  all of which shall occur in any event no later than August 23, 2004.

                                       2
<PAGE>

The Investors  agree that any additional  persons or entities that acquire Notes
and Warrants at any  "Subsequent  Closing" shall become  "Investors"  under this
Agreement  with all the rights and  obligations  attendant  thereto,  upon their
execution of this Agreement  without further action by any other  Investor.  For
purposes of this  Agreement,  the terms  "Closing"  and "Closing  Date",  unless
otherwise  indicated,  refer to the  applicable  closing and closing date of the
Initial Closing or the Subsequent Closing(s), as the case may be.

     (b) At the Closing,  the Company shall deliver to the  Investors,  the Note
and the Warrant,  against  payment of the Purchase Price by wire transfer to the
Company  or the  delivery  of the  original  Bridge  Notes  in the  case  of the
conversion/exchange of the Bridge Notes.

     2.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants to the  Investors,  except as set forth on a Schedule of
Exceptions to Representations  and Warranties  attached hereto as Exhibit C (the
"Schedule of Exceptions"), the following:

     2.1  Subsidiaries.  Except for  Converting  Securities,  Inc.,  an inactive
subsidiary,  the  Company  does  not  presently  own  or  control,  directly  or
indirectly,  any  interest  in any  other  corporation,  association,  or  other
business entity except as disclosed in the SEC Reports (as hereinafter  defined)
(each, a "Subsidiary" and collectively, the "Subsidiaries").  Unless the context
requires  otherwise,  all references  herein to the "Company" shall refer to the
Company and its  Subsidiaries.  The Company is not a party to any joint venture,
partnership, or similar arrangement.

     2.2  Organization,  Good  Standing,  and  Qualification.  The  Company is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Nevada, and has all requisite corporate power and authority
to carry on its business as now conducted.  The  Subsidiaries are duly organized
in their respective jurisdictions of organization,  validly existing and in good
standing in such respective  jurisdictions  and each has the power and authority
to carry on its  respective  business  as now  conducted.  The  Company  and the
Subsidiaries are duly qualified to transact business and are in good standing in
each  jurisdiction  in which the  failure  so to  qualify  would have a Material
Adverse Effect (as hereafter defined) on the Company's business or properties.

     2.3 Capitalization and Voting Rights. The number of authorized,  issued and
outstanding  capital  stock of the Company as of the date hereof is set forth in
Exhibit C. Except as disclosed in Exhibit C, no securities of the Company or any
Subsidiary  are entitled to preemptive or similar  rights,  nor is any holder of
securities  of the Company or any  Subsidiary  entitled to preemptive or similar
rights  arising out of any  agreement or  understanding  with the Company or any
Subsidiary by virtue of any of the Transaction Documents (defined  hereinafter).
Except as disclosed in Exhibit C, there are no  outstanding  options,  warrants,
script rights to subscribe to, calls or commitments of any character  whatsoever
relating to, or  securities,  except as a result of the purchase and sale of the
Securities,  or rights or obligations  convertible into or exchangeable  for, or
giving any Person (as defined below) any right to subscribe for or acquire,  any
shares  of  Common  Stock,  or  contracts,   commitments,   understandings,   or
arrangements  by which the Company or any  Subsidiary  is or may become bound to
issue additional shares of Common Stock, or securities or rights  convertible or

                                       3
<PAGE>

exchangeable into shares of Common Stock. The Company covenants to file with the
applicable  governmental  authorities of the State of Nevada an amendment to its
certificate  of  incorporation  which  increases the  authorized  capital of the
Company as described in Exhibit C on or before September 30, 2004.

     2.4  Authorization.  All corporate  action on the part of the Company,  its
officers,   directors,   and  shareholders   necessary  for  the  authorization,
execution,   and  delivery  of  this   Agreement,   the  Note  and  the  Warrant
(collectively,  the "Transaction Documents"), the performance of all obligations
of the Company  hereunder and  thereunder  and the  authorization,  issuance (or
reservation  for issuance),  and delivery of the Note and the Warrant being sold
hereunder,  the Common Stock issuable upon conversion of the Note and the Common
Stock issuable upon exercise of the Warrant  (collectively,  the  "Securities"),
has been  taken  or will be taken  prior  to the  Closing,  and the  Transaction
Documents  constitute  valid and legally  binding  obligations  of the  Company,
enforceable in accordance with their respective terms,  except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application affecting  enforcement of creditors' rights generally,  (ii)
as  limited  by laws  relating  to the  availability  of  specific  performance,
injunctive  relief,  or other  equitable  remedies,  and (iii) to the extent the
indemnification provisions contained in the Transaction Documents may be limited
by applicable federal or state laws.

     2.5 Valid  Issuance  of Note,  Warrant and Common  Stock.  The Note and the
Warrant are being purchased by the Investors  hereunder,  when issued, sold, and
delivered in accordance with the terms hereof for the consideration provided for
herein,  will  be  duly  and  validly  issued,  and,  based  in  part  upon  the
representations of the Investors in this Agreement, will be issued in compliance
with all applicable federal and state securities laws. The Common Stock issuable
upon  conversion of the Note and upon exercise of the Warrant have been duly and
validly reserved for issuance and, upon issuance in accordance with the terms of
the Note and the Warrant (and upon payment of the exercise  price as required by
the Warrant),  respectively,  shall be duly and validly  issued,  fully paid and
nonassessable,  and issued in compliance with all applicable securities laws, as
presently  in  effect,  of the  United  States  and  each  of the  states  whose
securities laws govern the issuance of the Note and the Warrant hereunder.

     2.6 Filings, Consents and Approvals. Neither the Company nor any Subsidiary
is required to obtain any consent,  waiver,  authorization or order of, give any
notice to, or make any filing or registration  with, any court or other federal,
state,  local or other  govern-  mental  authority or other Person in connection
with the execution,  delivery and  performance by the Company of the Transaction
Documents,  other  than (i) a proper  Form D in  accordance  with  Regulation  D
promulgated  under the  Securities  Act of 1933,  as amended  (the  "Act"),  and
applicable  Blue Sky  filings  and (ii) in all other  cases where the failure to
obtain such consent,  waiver,  authorization or order, or to give such notice or
make such filing or registration could not have or result in, individually or in
the  aggregate,  a material  adverse  effect on the results or operations of the
Company and its Subsidiaries taken as a whole ("Material Adverse Effect").

     2.7  Litigation.   There  is  no  action,   suit,   proceeding,   claim  or
investigation pending or, to the knowledge of the Company,  currently threatened
against the Company which questions the validity of the  Transaction  Documents,
or the right of the  Company to enter  into any of them,  or to  consummate  the
transactions  contemplated  hereby or  thereby,  or which might  result,  either
individually or in the aggregate, in any material adverse changes in the assets,
condition,  affairs, or prospects of the Company,  financially or otherwise,  or
any change in the current  equity  ownership of the Company,  nor is the Company
aware that there is any basis for the foregoing. The foregoing includes, without

                                       4
<PAGE>

limitation,  actions,  pending or threatened (or any basis therefor known to the
Company),  involving the prior  employment  of any of the  Company's  employees,
their use in  connection  with the  Company's  business  of any  information  or
techniques  allegedly  proprietary  to any of their former  employers,  or their
obligations  under any  agreements  with prior  employers.  The Company is not a
party or subject to the provisions of any order, writ, injunction,  judgment, or
decree of any court or government agency or instrumentality.

     2.8 Compliance with Other  Instruments.  The Company is not in violation or
default of any provisions of its Amended and Restated  Articles of Incorporation
or Bylaws  or, to its  knowledge,  of any  instrument,  judgment,  order,  writ,
decree, mortgage,  indenture,  lease, license or contract to which it is a party
or by which it is bound or,  to its  knowledge,  of any  provision  of  federal,
state, or local statute,  rule, or regulation applicable to the Company,  except
as would not  reasonably  be  expected,  singly or in the  aggregate,  to have a
Material  Adverse  Effect.  The  execution,  delivery,  and  performance  of the
Transaction  Documents and the  consummation  of the  transactions  contemplated
thereby  will  not  result  in any  such  violation  or be in  conflict  with or
constitute,  with or without the passage of time and giving of notice,  either a
default under any such provision,  instrument,  judgment, order, writ, decree or
contract,  or an event which  results in the  creation of any lien,  charge,  or
encumbrance  upon any  assets  of the  Company  or the  suspension,  revocation,
impairment,   forfeiture,   or  nonrenewal  of  any  material  permit,  license,
authorization,   or  approval  applicable  to  the  Company,   its  business  or
operations,  or any of its assets or properties,  except as would not reasonably
be expected, singly or in the aggregate, to have a Material Adverse Effect.

     2.9 Permits.  The Company has all material franchises,  permits,  licenses,
and any similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which could  materially  and  adversely  affect the
business,  properties,  prospects,  or  financial  condition  of the Company and
believes it can obtain,  without undue burden or expense,  any similar authority
for the conduct of its business as planned to be  conducted.  The Company is not
in  default  in any  material  respect  under any of such  franchises,  permits,
licenses, or other similar authority.

     2.10  Compliance with Laws. The conduct of business by the Company and each
Subsidiary  as  presently  and  proposed  to be  conducted  is  not  subject  to
continuing oversight, supervision, regulation or examination by any governmental
official  or body of the United  States or any other  jurisdiction  wherein  the
Company or any Subsidiary conducts or proposes to conduct such business,  except
such regulation as is applicable to commercial  enterprises  generally.  Neither
the Company nor any of the Subsidiaries has received any notice of any violation
of or noncompliance with, any federal, state, local or foreign laws, ordinances,
regulations  and  orders  (including,  without  limitation,  those  relating  to
environmental  protection,  occupational  safety and health,  federal securities
laws, equal  employment  opportunity,  consumer  protection,  credit  reporting,
"truth-in-lending",  and  warranties  and  trade  practices)  applicable  to its
business  or  to  the  business  of  any   Subsidiary,   the  violation  of,  or
noncompliance  with, which would have a materially  adverse effect on either the
Company's  business or operations,  or that of any  Subsidiary,  and the Company
knows  of no facts  or set of  circumstances  which  would  give  rise to such a
notice.

                                       5
<PAGE>

     2.11  Disclosure.  This  Agreement,  the Note,  the  Warrant  and any other
statements  or  certificates  made  or  delivered  in  connection   herewith  or
therewith, when taken together with the Disclosure Materials (as defined below),
do not  contain  any untrue  statement  of a  material  fact or omits to state a
material fact necessary to make the statements herein or therein not misleading.

     2.12 SEC Reports;  Financial Statements.  The Company has filed all reports
required to be filed by it under the Exchange Act, including pursuant to Section
13(a) or 15(d)  thereof,  for the two years  preceding  the date hereof (or such
shorter  period as the Company was required by law to file such  material)  (the
foregoing  materials being collectively  referred to herein as the "SEC Reports"
and, together with the Schedule of Exceptions to this Agreement, the "Disclosure
Materials") on a timely basis or has received a valid  extension of such time of
filing and has filed any such SEC Reports  prior to the  expiration  of any such
extension.  As of  their  respective  dates,  the SEC  Reports  complied  in all
material  respects with the  requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder,  and
none of the SEC  Reports,  when  filed,  contained  any  untrue  statement  of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.   All  material
agreements to which the Company is a party or to which the property or assets of
the Company  are  subject  have been filed as exhibits to the SEC Reports to the
extent  required.  The financial  statements of the Company  included in the SEC
Reports comply in all material respects with applicable accounting  requirements
and the rules and  regulations  of the  Commission  with  respect  thereto as in
effect at the time of filing.  Such financial  statements  have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in such  financial  statements or the notes  thereto,  and fairly present in all
material  respects the  financial  position of the Company and its  consolidated
subsidiaries  as of and for the dates thereof and the results of operations  and
cash  flows  for the  periods  then  ended,  subject,  in the case of  unaudited
statements,  to normal,  immaterial,  year-end audit adjustments.  Additionally,
since the  adoption  of the  Sarbanes-Oxley  Act of 2002 (the  "New  Act"),  the
Company  has  complied  in all  material  respects  with  the  laws,  rules  and
regulation under the New Act.

     3. Representations and Warranties of the Investors.  Each of the Investors,
severally and not jointly, hereby represent and warrant that:

     3.1 Authorization.  The Transaction  Documents constitute valid and legally
binding obligations of the Investor  enforceable in accordance with their terms,
except (i) as  limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium,  and other  laws of general  application  affecting  enforcement  of
creditors'  rights  generally  and  (ii)  as  limited  by laws  relating  to the
availability  of specific  performance,  injunctive  relief,  or other equitable
remedies.

     3.2 Purchase  Entirely  for Own  Account.  The Notes and the Warrants to be
purchased by the Investor and the Common Stock  issuable upon  conversion of the
Notes and the Common Stock issuable upon exercise of the Warrants (collectively,
the "Securities") will be acquired for investment for the Investor's own account

                                       6
<PAGE>

and not with a view to the  resale  or  distribution  of any part  thereof.  The
Investor  represents  that it has full  power and  authority  to enter into this
Agreement.

     3.3  Disclosure  of  Information.  The  Investor  acknowledges  that it has
received all the information  that it has requested  relating to the Company and
the purchase of the Note and the Warrant.  The Investor further  represents that
it has had an opportunity to ask questions and receive  answers from the Company
regarding the terms and  conditions of the offering of the Note and the Warrant.
The  foregoing,  however,  does not  limit or  modify  the  representations  and
warranties  of the  Company in Section 2 of this  Agreement  or the right of the
Investor to rely thereon.

     3.4 Accredited  Investor.  The Investor is an "accredited  investor" within
the  meaning  of  Rule  501 of  Regulation  D of  the  Securities  and  Exchange
Commission (the "SEC"), as presently in effect.

     3.5  Restricted  Securities.  Investor  understands  that  the Note and the
Warrant (and the shares of Common Stock issuable upon conversion of the Note and
exercise of the Warrant) that it is purchasing is  characterized  as "restricted
securities"  under the federal  securities laws inasmuch as it is being acquired
from the Company in a  transaction  not  involving a public  offering,  and that
under such laws and applicable regulations such securities may be resold without
registration  under the Act,  only in  certain  limited  circumstances.  In this
connection,  the Investor  represents  that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations  imposed thereby and
by the Act.

     3.6 Legends.  It is understood that the  certificates  evidencing the Notes
and the Warrants  (and the Common Stock  issuable upon  conversion  and exercise
thereof, respectively) may bear one or all of the following legends:

          "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          AND ARE SUBJECT TO  RESTRICTIONS  ON  TRANSFERABILITY  AS SET FORTH IN
          THIS CERTIFICATE.  THE SECURITIES  REPRESENTED HEREBY MAY NOT BE SOLD,
          TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION  STATEMENT  UNDER  THE  ACT  OR AN  OPINION  OF  COUNSEL,
          REASONABLY  ACCEPTABLE TO COUNSEL FOR THE COMPANY,  TO THE EFFECT THAT
          THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
          REGISTRATION UNDER THE ACT."

     3.7 Agent Appointment.

     (a) Each Investor  hereby  confirms the appointment of Ocean Drive Holdings
LLC to act as its agent ("Agent") pursuant to the Notes. In such capacity, Agent
shall only be  obligated  to take  action and shall act as  directed by the Note
Requisite  Holders  (as  hereinafter  defined);  neither  Agent  nor  any of its

                                       7
<PAGE>

officers,  directors,  managers,  members,  employees  or  affiliates  shall  be
responsible  to Investors  for any losses that any of such  Investors  may incur
hereunder.  The  Agent  shall  be  entitled  to  conclusively  rely on any  such
direction or consent from the Note Requisite Holders. In addition, the Agent may
act in reliance upon any signature believed by it to be genuine,  and may assume
that any person who has been  designated  by the  Investors  to give any written
instructions,  notice or receipt,  or make any statements in connection with the
provisions hereof has been duly authorized to do so. Agent shall have no duty to
make inquiry as to the  genuineness,  accuracy or validity of any  statements or
instructions or any signatures on statements or instructions.

     (b) Each Investor  hereby  confirms the  appointment of Agent to act as its
security agent (the "Security Agent") under the Security  Agreement with respect
to the Collateral (as defined in the Security Agreement), to take all actions as
contemplated  in such  capacity in the Security  Agreement and to be entitled to
the  benefits  of  the  provisions  of the  Security  Agreement.  Each  Investor
acknowledges  that  actions by the Security  Agent under the Security  Agreement
shall be authorized by the Note Requisite Holders.

     (c)  Agent  may  resign  as Agent or  Security  Agent at any time by giving
written notice  ("Notice") to the Company and the Investors,  which  resignation
shall be effective 30 days from the date of the Notice  ("Effective  Resignation
Date").  Upon the  earlier  of (i) the  Effective  Resignation  Date or (ii) the
appointment  of a  successor  Agent or  Security  Agent  by the  Note  Requisite
Holders,  Agent shall have no further  obligations  hereunder or pursuant to the
applicable  agreements.  In the event a successor  Agent is not appointed by the
Note Requisite  Holders on or before the Effective  Resignation Date, then Agent
shall  have the right to  deliver  any  Collateral  held by it with a clerk of a
court of competent  jurisdiction  or a third party escrow  provider  pending the
appointment of a successor Agent by the Note Requisite Holders.

     (d) For purposes hereof,  "Note Requisite  Holder(s)" shall mean holders of
Notes representing at least 51% of the aggregate amount of principal and accrued
interest then outstanding under such Notes.

     (e) In Agent's  capacity as Agent and Security  Agent,  the Company and the
Investors  each agree to indemnify and hold the Agent  harmless from and against
any and all expenses  (including counsel fees),  liabilities,  claims,  damages,
actions,  suits or other charges  incurred by or assessed  against the Agent for
anything done or omitted by them in the performance of their duties, except upon
final judicial  determination of gross  negligence or willful  misconduct on the
part of the Agent.

     3.8 Investor  Questionnaire.  If  requested  by the  Company,  the Investor
covenants  to  execute  and  deliver  to the  Company  prior to, at or  promptly
following the Closing an investor questionnaire supplied by the Company.

     4. Conditions of the Investors'  Obligations at Closing. The obligations of
the  Investors  under  subsection  1.1  of  this  Agreement  is  subject  to the
fulfillment on or before the Closing of each of the following conditions:

     4.1 Representations  and Warranties.  The representations and warranties of
the Company contained in Section 2 hereof shall be true on and as of the Closing


                                    8
<PAGE>

with the same effect as though such representations and warranties had been made
on and as of the date of such Closing.

     4.2  Performance.  The Company  shall have  performed and complied with all
agreements,  obligations,  and  conditions  contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.

     4.3 Compliance  Certificate.  The President of the Company shall deliver to
the  Investors,  at the Closing,  a certificate  certifying  that the conditions
specified in Sections 4.1 and 4.2 have been fulfilled.

     4.4  Proceedings  and  Documents.  All corporate and other  proceedings  in
connection with the  transactions  contemplated at the Closing and all documents
incident  thereto shall be reasonably  satisfactory in form and substance to the
Investors  and counsel to the  Investors,  and they shall have received all such
counterpart original and certified or other copies of such documents as they may
reasonably request.

     4.5  Secretary's  Certificate.  The  Company  shall have  delivered  to the
Investors a certificate executed by the Secretary of the Company dated as of the
Closing  certifying the following  matters:  (a) the resolutions  adopted by the
Company's Board of Directors  relating to the transactions  contemplated by this
Agreement; and (b) the Amended and Restated Articles of Incorporation and Bylaws
of the Company.

     4.6 Delivery of Note and Warrant. The Company shall have delivered the Note
and the Warrant to the Investors, as specified in Section 1.

     4.7 Ancillary Agreements.  The Company and the Investors shall have entered
into a registration  rights  agreement  dated of even date  herewith,  a form of
which is attached hereto as Exhibit D (the "Registration  Rights Agreement") and
a  Security  Agreement,  a form of which is  attached  hereto as  Exhibit E (the
"Security Agreement").

     4.8 Opinion of Counsel.  The  Purchasers  shall have received an opinion of
counsel to the Company substantially in the form attached hereto as Exhibit F.

     4.9 Other Payments.  Concurrent with the Closing, the Company shall pay the
Sloan  Compensation  (as such terms are  defined in Section  7.7 hereto) and the
Legal Expense Obligation (as defined in Section 7.8 hereto).

     4.10 UCC  Terminations.  On or before the Closing,  the Company  shall have
filed UCC termination  statements for any effective UCC1 financing statements in
the states of Delaware and Nevada other than Bechton Dickinson.

     5. Conditions of the Company's  Obligations at Closing.  The obligations of
the Company to the Investors  under this Agreement is subject to the fulfillment
on or before any Closing of each of the following conditions by the Investors:

                                       9
<PAGE>

     5.1 Representations  and Warranties.  The representations and warranties of
the  Investors  contained  in Section 3 shall be true on and as of such  Closing
with the same effect as though such representations and warranties had been made
on and as of such Closing.

     5.2 Payment of Purchase  Price.  The  Investors  shall have  delivered  the
purchase price specified in Section 1.2.

     5.3 Ancillary Agreements.  The Company and the Investors shall have entered
into the Registration Rights Agreement and the Security Agreement.

     6.  Indemnification.  The Company  agrees to  indemnify  and hold  harmless
Investors  and  any  of  Investors'  general  partners,   employees,   officers,
directors,  members,  agents  and  other  representatives   (collectively,   the
"Indemnitees"),  against any investigations,  proceedings, claims or actions and
for any expenses, damages,  liabilities or losses (joint or several) arising out
of such investigations, proceedings, claims or actions, to which the Indemnitees
may  become  subject,  whether  under  the  act  or  any  rules  or  regulations
promulgated  thereunder,  the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") or any rules or regulations promulgated thereunder, or any state
law or  regulation,  or common  law,  arising  out of,  related to or in any way
attributable to the Indemnitee's investment in the Company,  including,  but not
limited to,  investigations,  proceedings,  claims or actions and any  expenses,
losses, damages or liabilities (or actions in respect thereof) that arise out of
or are  based  upon  any  breach  of any  representation,  warranty,  agreement,
obligation or covenant of the Company contained herein.  The Company also agrees
to reimburse the Indemnitees for any legal or other expenses reasonably incurred
in  connection  with   investigating  or  defending  any  such   investigations,
proceedings, claims or actions, as such expenses or other costs are incurred.

     7. Miscellaneous.

     7.1 Survival of Warranties.  All of the representations and warranties made
herein shall survive the execution and delivery of this Agreement. The Investors
are entitled to rely, and the parties hereby acknowledge that the Investors have
so  relied,   upon  the  truth,   accuracy  and  completeness  of  each  of  the
representations and warranties of the Company contained herein,  irrespective of
any  independent  investigation  made by  Investors.  The Company is entitled to
rely, and the parties hereby  acknowledge  that the Company has so relied,  upon
the  truth,  accuracy  and  completeness  of  each  of the  representations  and
warranties of the Investors  contained  herein,  irrespective of any independent
investigation made by the Company.

     7.2  Successors  and  Assigns.  This  Agreement  is personal to each of the
parties  and may not be  assigned  without  the  written  consent  of the  other
parties;  provided,  however,  that any of the  Investor  shall be  permitted to
assign its rights  under this  Agreement  and the  Ancillary  Agreements  to any
affiliate of such Investor.

     7.3 Governing Law. This Agreement  shall be governed by and construed under
the laws of the  State of New  York as  applied  to  agreements  among  New York
residents entered into and to be performed entirely within New York. The Company
(1) agrees that any legal suit, action or proceeding  arising out of or relating
to this  Agreement  shall be  instituted  exclusively  in New York State Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District of New York,  (2) waives any objection  which the Company may

                                       10
<PAGE>

have now or hereafter to the venue of any such suit,  action or proceeding,  and
(3)  irrevocably  consents  to the  jurisdiction  of the New York State  Supreme
Court, County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding. The Company further
agrees to accept and  acknowledge  service of any and all  process  which may be
served in any such suit,  action or  proceeding  in the New York  State  Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District  of New York and agrees  that  service  of  process  upon the
Company  mailed by certified  mail to the  Company's  address shall be deemed in
every respect effective  service of process upon the Company,  in any such suit,
action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

     7.4   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one and the same  instrument.  This  Agreement,  once
executed by a party,  may be  delivered  to the other party  hereto by facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this Agreement.

     7.5 Titles and  Subtitles.  The titles and subtitles used in this Agreement
are used for  convenience  only and are not to be  considered  in  construing or
interpreting this Agreement.

     7.6 Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be deemed sufficient upon receipt,  when delivered  personally
or by courier, overnight delivery service or confirmed facsimile, or forty-eight
(48) hours after being  deposited in the U.S.  mail as  certified or  registered
mail  with  postage  prepaid,  if such  notice is  addressed  to the party to be
notified at such party's  address or  facsimile  number as set forth below or as
subsequently  modified by written  notice.  Any party may change its address for
such  communications by giving notice thereof to the other parties in conformity
with this Section.

     7.7  Finder's  Fee.  Each party  represents  that it neither is nor will be
obligated for any finders' or brokers' fee or commission in connection with this
transaction;  provided, however, that the Company is obligated to pay a cash fee
equal to 10% of the principal  amount of Notes issued hereby to Sloan Securities
Corp.  ("Sloan  Compensation")  pursuant  to  that  certain  investment  banking
agreement dated May 25, 2004. Pursuant to the terms of said agreement, the Sloan
Compensation  shall be 5% of the principal  amount of the Notes issued hereby in
certain cases.

     7.8 Transaction Expenses; Enforcement of Transaction Documents. The Company
and each Investor shall pay their  respective  costs and expenses  incurred with
respect  to  the  negotiation,  execution,  delivery  and  performance  of  this
Agreement; provided, however, that if the Closing is effected, the Company shall
promptly make payment to a law firm designated by Sloan Securities Corp., for up
to $25,000,  of legal fees and expenses  ("Legal  Expense  Obligation").  If any

                                       11
<PAGE>

action at law or in equity is necessary to enforce or interpret the terms of the
Transaction  Documents,  the  prevailing  party shall be entitled to  reasonable
attorney's  fees,  costs,  and necessary  disbursements in addition to any other
relief to which such party may be entitled.

     7.9 Amendments and Waivers. This Agreement may be amended or terminated and
the  observance of any term of this  Agreement may be waived with respect to all
parties to this  Agreement  (either  generally or in a  particular  instance and
either retroactively or prospectively),  with the written consent of the Company
and  the  Note  Requisite  Holders.  Notwithstanding  the  foregoing,  (a)  this
Agreement  may not be  amended  or  terminated  and the  observance  of any term
hereunder  may not be waived with respect to any  Purchaser  without the written
consent of such Purchaser  unless such amendment,  termination or waiver applies
to all Purchasers in the same fashion,  (b) the Schedule of Investors hereto may
be amended by the Company from time to time in accordance with Section 1.2(a) to
add  information  regarding  additional  Investors  participating  in Subsequent
Closings  without  the  consent of the other  parties  hereto and (c) Section 2,
Section 3, Section 6, Section  7.1,  Section 7.9 may not be amended  without the
written  consent of the  Company  and  holders of at least 85% of the  aggregate
amount of principal and accrued interest then  outstanding  under the Notes. The
Company shall give prompt written notice of any amendment or termination  hereof
or waiver  hereunder to any party hereto that did not consent in writing to such
amendment,  termination or waiver. Any amendment, termination or waiver effected
in accordance with this Section 7.9 shall be binding on all parties hereto, even
if they do not execute such  consent.  No waivers of or  exceptions to any term,
condition or provision of this Agreement, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing  waiver of any such term,
condition or provision.

     7.10 Severability.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable  law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

     7.11 Entire Agreement.  This Agreement and the documents referred to herein
constitute the entire  agreement  among the parties and no party shall be liable
or bound to any other party in any manner by any warranties, representations, or
covenants except as specifically set forth herein or therein.

     7.12 Series B Issuance. Notwithstanding anything contained herein or in the
Transaction Documents,  whenever a provision provides for conversion or exchange
of securities or debt for the Company's  common stock,  at any time prior to the
filing of an amendment  to the  Company's  certificate  of  incorporation  which
increases the authorized  capital of the Company,  the Company may at its option
issue its Series B Preferred  Stock in lieu of common stock  provided  that upon
conversion of such Series B Preferred  Stock, an equivalent  number of shares of
common stock are issued to the holder  thereof on the same economic  terms as is
contemplated under this Agreement or the applicable Transaction Document.

     7.13  Independent   Nature  of  Investors'   Obligations  and  Rights.  The
obligations of each Investor under this  Agreement or any  transaction  document
hereunder   ("Transaction   Document")  are  several  and  not  joint  with  the
obligations of any other  Investor,  and no Investor shall be responsible in any
way for the  performance  of the  obligations  of any other  Investor under this
Agreement  or any  Transaction  Document.  Nothing  contained  herein  or in any

                                       12
<PAGE>

Transaction  Document,  and no action  taken by any Investor  pursuant  thereto,
shall be deemed to constitute the Investors as a partnership,  an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Investors  are in any way acting in  concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Document.  Each
Investor has been  represented by its own separate legal counsel in their review
and negotiation of this Agreement and the Transaction Documents.



                                       13


<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                                Company:

                                                NESCO Industries, Inc.



                                                By:_____________________________
                                                Name:
                                                Title:

                                                As to Section 3.7 only:

                                                Agent:

                                                Ocean Drive Holdings LLC



                                                By:_____________________________
                                                Name:
                                                Title:

                                                Investors:

                                                To sign a Financing Signature
                                                Page to be provided to Investors


                 SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
<PAGE>


                             SCHEDULE OF INVESTORS


                                 FIRST CLOSING

   Name                      Original Principal Amount      Number of Warrants
   ----                      -------------------------      ------------------
of Purchaser                         of Notes
------------                         --------






    Total                                         $
    -----                                         -

<PAGE>


                                   EXHIBIT A

                                      NOTE
<PAGE>


                                   EXHIBIT B

                                    WARRANT
<PAGE>


                                   EXHIBIT C

                             SCHEDULE OF EXCEPTIONS



None
<PAGE>

                                   EXHIBIT D
                         REGISTRATION RIGHTS AGREEMENT
<PAGE>


                                   EXHIBIT E
                               SECURITY AGREEMENT
<PAGE>


                                   EXHIBIT F
                                 LEGAL OPINION

(i)  The  Company  has been  duly  organized  as a  corporation  and is  validly
     existing  in  good  standing  under  the  laws of the  jurisdiction  of its
     incorporation.

(ii) The execution and delivery by the Company of the Transaction  Documents and
     the  consummation by the Company of the transactions  contemplated  thereby
     have been duly authorized by all necessary  corporate action on the part of
     the Company,  and the  Transaction  Documents  have been duly  executed and
     delivered by the Company. Each of the Transaction Documents constitutes the
     valid and  binding  obligation  of the  Company,  enforceable  against  the
     Company in accordance with its respective  terms,  except (i) as limited by
     applicable bankruptcy,  insolvency,  reorganization,  moratorium, and other
     laws of general  application  affecting  enforcement  of creditors'  rights
     generally, (ii) as limited by laws relating to the availability of specific
     performance,  injunctive relief, or other equitable remedies,  and (iii) to
     the extent the  indemnification  provisions  contained  in the  Transaction
     Documents may be limited by applicable federal or state laws.

(iii)To the  knowledge  of counsel,  none of the  execution  and delivery of, or
     performance by the Company under,  any of the Transaction  Documents or the
     consummation of the transactions therein contemplated,  will conflict with,
     or result  in the  creation  or  imposition  of any  lien,  charge or other
     encumbrance  upon any of the  properties or assets of the Company  pursuant
     to, the terms of any indenture,  mortgage, deed of trust, note agreement or
     other  instrument  pursuant to which the Company is a party or by which the
     Company may be bound or to which any of its assets,  properties or business
     is or may be subject, except as would not reasonably be expected, singly or
     in the aggregate,  to have a Material Adverse Effect. None of the execution
     and  delivery  of,  or  performance  by  the  Company  under,  any  of  the
     Transaction  Documents  or the  consummation  of the  transactions  therein
     contemplated,   will  conflict  with  any  term  of  the   Certificate   of
     Incorporation or By-Laws of the Company, or any statute,  rule,  regulation
     or ordinance, or any material license, permit,  judgment,  decree or order,
     which,  expressly  by its  terms  is known  by us to be  applicable  to the
     Company or any of its assets, properties or businesses, except as would not
     reasonably  be  expected,  singly or in the  aggregate,  to have a Material
     Adverse Effect.
<PAGE>

(iv) Other than as described  in the SEC Reports,  we are not aware of any legal
     or   regulatory,   administrative   or   governmental   charges,   actions,
     proceedings,  claims,  hearings,  investigations  before  or by any  court,
     governmental  authority,  or instrumentality  pending or threatened against
     the Company,  or involving  its assets or properties  which,  if determined
     adversely to the Company,  could  reasonably be expected to have a Material
     Adverse Effect on the Company or could be expected to adversely  affect any
     of the  transactions  contemplated  by  the  Transaction  Documents  or the
     validity or enforceability thereof.

(v)  Based  in  part  upon  the  representations  made by the  Investors  in the
     Securities  Purchase  Agreement,  the offer, sale and issuance of the Notes
     and Warrants to be issued in  conformity  with the terms of the  Securities
     Purchase  Agreement  constitute  transactions  exempt from the registration
     requirements of Section 5 of the Securities Act.