Exhibit 10.1


                               STOCK PURCHASE AND
                              ASSUMPTION AGREEMENT

     STOCK PURCHASE AND ASSUMPTION AGREEMENT,  dated as of May 13, 2004, between
Nesco  Industries,  Inc.,  a  Nevada  corporation  ("Nesco")  and  NAC  Calabria
Acquisition Corporation, a New York corporation ("NAC Transferee").

                              W I T N E S S E T H:

     WHEREAS Nesco owns all of the issued and outstanding  capital stock of each
of (i) National Abatement Corporation, a Delaware corporation ("National"), (ii)
NAC/Indoor Air Professionals, Inc., a New York corporation ("Professionals") and
(iii) NAC Environmental Services, Inc., a Delaware corporation ("Environmental,"
and together with National and  Professionals,  the "NAC Entities," and each, an
"NAC Entity")

     WHEREAS, the NAC Transferee wants to purchase and Nesco desires to transfer
to the NAC  Transferee all of the issued and  outstanding  capital stock of each
NAC Entity (the "NAC Interests"); and

     WHEREAS the NAC Transferee is agreeing to indemnify Nesco against any cost,
loss  or  expense  in  respect  of  the   Liabilities   (as  defined  below)  in
consideration  of the  transfer to it of 100% of the  capital  stock of each NAC
Entity  and all  indebtedness  of  each  NAC  Entity  to  Nesco  (the  "the  NAC
Interests")  and delivery of 3,000,000  shares of the common stock of Nesco (the
"NAC  Shares")  and the  agreement of Nesco to  repurchase  2,400,000 of the NAC
Shares as more fully set forth below.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are acknowledged, the parties hereby agree as follows:

                                    ARTICLE I

                            TRANSFER OF NAC INTERESTS

     1.1 Transfer of NAC Interests and Indemnification. Subject to the terms and
conditions  hereinafter  set forth and on the basis of and in reliance  upon the
representations,  warranties, obligations and agreements set forth herein, as of
the date hereof; (i) Nesco does hereby transfer,  convey,  assign and deliver to
the NAC Transferee,  and the NAC Transferee  hereby acquires from Nesco,  all of
Nesco's right, title and interest in and to the NAC Interests, free and clear of
any liens,  claims,  security  interests,  pledges,  mortgages,  rights of first
refusal,  opinions,  proxies,  voting trusts and other  encumbrances  arising by
through  or under  Nesco and (ii) the NAC  Transferee  does  hereby  assume  all
liabilities and obligations of Nesco with respect to each of the NAC Entities or
the NAC Interests  and agrees to indemnify  and hold harmless  Nesco against any
cost, loss or expense in respect thereof.

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     1.2 Additional Consideration for Indemnification by the NAC Transferee.  As
additional  consideration for the indemnification by the NAC Transferee pursuant
to Section  1.1(ii) of this  agreement,  (i) Nesco does hereby  issue to the NAC
Transferee,  and the NAC  Transferee  does hereby  accept  delivery  of, free of
pre-emptive or other similar  rights,  the NAC Shares and (ii) Nesco agrees that
if the NAC  Transferee  cannot in good faith  resell all of the NAC Shares in an
arm's length transaction  during the twelve month period  immediately  following
the date Hydrogel Systems,  Incorporated becomes a majority-owned  subsidiary of
Nesco for a price equal to the lesser of (i) all  liabilities  of NAC  resulting
directly from the agreement  between NAC and Mason Tenders Union plus legal fees
due to the firm of Eckert,  et. al. and (ii) $330,000 then Nesco will repurchase
from the NAC Transferee  2,400,000 of the NAC Shares on ten business days' prior
written notice from the NAC Transferee requesting such purchase.

                                   ARTICLE II

                  REPRESENTATIONS WITH RESPECT TO THE COMPANIES

Nesco hereby represents and warrants to the NAC Transferee as of the date hereof
as follows:

     2.1  Organization.

     (a) Each of National and  Environmental is a corporation duly organized and
validly existing under the laws of Delaware.  Professional is a corporation duly
organized and validly existing under the laws of New York.

     (b) Nesco has delivered to the NAC  Transferee  complete and correct copies
of the  certificate  of  incorporation  and bylaws  and minute  book of each NAC
Entity.

     2.2  Capitalization.  The securities,  evidences of indebtedness  and other
interests, if any, comprising the NAC Interests are set forth on Schedule 2.2 to
this agreement.  The NAC Interests transferred to the NAC Transferee include all
of the issued and  outstanding  capital stock of any class or series of each NAC
Entity and all indebtedness or liability of each NAC Entity to Nesco.  There are
no  options,  warrants,  calls,  conversion  rights,  commitments,   agreements,
contracts, understandings, restrictions, arrangements or rights of any character
to which  any NAC  Entity  is a party or by which  any NAC  Entity  may be bound
obligating  such  entity  to  issue,  deliver  or sell,  or cause to be  issued,
delivered or sold,  additional  shares of its capital stock or  obligating  such
Company  to  grant,  extend  or  enter  into  any such  option,  warrant,  call,
conversion right, commitment, agreement, contract,  understanding,  restriction,
arrangement  or right.  No NAC Entity  has  outstanding  any bonds,  debentures,
notes,  or other  indebtedness  the  holders of which have the right to vote (or
convertible  or  exercisable  into  securities  having  the right to vote)  with
holders of capital stock of any NAC Entity on any matter.

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     2.3  Tax Matters.

     (a) All  federal,  state,  local and  foreign  income and other tax returns
required  to be filed by each NAC  Entity  have  been  filed in a timely  manner
(taking  into  account all  extensions  of due dates) and all taxes shown as due
thereon  have been paid.  There are no liens for unpaid  taxes (other than taxes
not yet due and  payable)  upon the  assets  of any NAC  Entity,  no  claims  or
deficiencies  for income or  franchise  taxes  have been  asserted  or  assessed
against any NAC Entity which remain unpaid, no waivers of statutes of limitation
are in effect in respect of federal income taxes of such entity, and such entity
has withheld and paid all taxes required to have been withheld and paid by it in
connection with payments or distributions to its employees or other  recipients.
The charges,  accruals and reserves on the books of each NAC Entity with respect
to taxes for all  fiscal  periods  and for the  period  from the end of the last
fiscal  period to the date  hereof are  adequate  and neither the Nesco nor such
entity knows of any actual or proposed tax,  assessment for any fiscal period or
of any  basis  therefor.  There  is no  audit  examination,  deficiency,  refund
litigation,  proposed  adjustment or matter in  controversy  with respect to any
taxes of or  relating to any NAC Entity and to the best  knowledge  of the Nesco
and the NAC Entities, no such proceedings threatened.  Nesco has duly and timely
filed each  federal,  state,  local and  foreign  income  and other tax  returns
required to be filed by Nesco or Nesco's  affiliates  which include or are based
upon  the  assets,  operations,  ownership  or  activities  of any  NAC  Entity,
including  any  consolidated,  combined,  unitary,  fiscal  unity or similar tax
return  which  includes or is based upon the assets,  operations,  ownership  or
activities  of any NAC  Entity (or Nesco has timely  and  properly  filed  valid
extensions of time with respect to the filing thereof).

     (b) Each NAC Entity, or Nesco on behalf of such entity, has paid, and as of
the date  hereof,  will have paid,  or have  filly  accrued on the books of such
entity each tax owing with  respect to the  assets,  ownership,  operations  and
activities  of such  entity  (whether  or not shown on any tax  return)  and has
withheld and paid each tax required to have been withheld and paid in connection
with amounts paid or owing to any employee,  independent  contractor,  creditor,
shareholder  or other  party.  There are no liens for taxes on the assets of any
NAC Entity except for taxes that are not yet payable.

                                   ARTICLE III

                            REPRESENTATIONS OF NESCO

     Nesco hereby  represents  and warrants to the NAC Transferee as of the date
hereof as follows:

     3.1  Organization.  Nesco  is  a  corporation  duly  incorporated,  validly
existing and in good standing under the laws of the State of Nevada.

     3.2 Authorization and Validity of Agreement. Nesco has all right, power and
legal authority to execute and deliver this Agreement,  and each other agreement
and document executed and delivered concurrently or in connection herewith (this
Agreement and such other agreements and documents,  collectively, the "Operative
Documents"),  and to  carry  out  and  perform  its  obligations  hereunder  and

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thereunder.  The NAC Shares are duly authorized,  validly issued, fully paid and
nonassessable and free of any liens and preemptive rights of any nature.

     3.3 No Violation. The execution and delivery by Nesco of this Agreement and
each of the Operative  Documents to which it is a party and the  consummation by
it of the transactions  contemplated hereby and thereby, do not and will not (i)
conflict with or result in a breach of the terms,  conditions or provisions  of,
(ii) constitute a default under,  (iii) result in the creation of any liens upon
the NAC Shareses,  (iii) give any third party the right to modify,  terminate or
accelerate any obligation  under,  (v) result in a violation of, or (vi) require
any authorization,  consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body
or agency or any other person pursuant to, (1) the certificate of  incorporation
or  bylaws  of the  Nesco  or any NAC  Entity,  (2) any  law,  statute,  rule or
regulation  to which  Nesco or any NAC Entity is subject,  or (3) any  mortgage,
indebtedness,  contract,  agreement,  instrument,  order,  judgment or decree to
which Nesco or any NAC Entity is subject.

                                   ARTICLE IV

                      REPRESENTATIONS OF THE NAC TRANSFEREE

     The NAC  Transferee  hereby  represents and warrants to the Nesco as of the
date hereof as follows:

     4.1  Organization.  The NAC Transferee is a corporation duly  incorporated,
validly  existing and in good standing  under the laws of the State of New York.
The NAC  Transferee  has all requisite  power and authority to own,  lease,  and
operate its properties and to carry on its business as now being conducted.

     4.2  Authorization  and Validity of Agreement.  The NAC  Transferee has all
right, power and legal authority to execute and deliver this Agreement, and each
other Operative Document, and to carry out and perform its obligations hereunder
and thereunder.  Each Operative  Document to which the NAC Transferee is a party
has been duly and validly  executed  and  delivered  and  authorized  by the NAC
Transferee  and,  assuming the due execution of each  Operative  Document by the
other parties hereto, constitutes the legal, valid and binding obligation of the
NAC  Transferee,  enforceable  against the NAC Transferee in accordance with its
terms, except to the extent that its enforceability may be subject to applicable
bankruptcy,   insolvency,   reorganization   and  similar  laws   affecting  the
enforceability of creditors' rights generally and general equitable principles.

     4.3 No Violation.  The execution and delivery by the NAC Transferee of this
Agreement  and each of the  Operative  Documents  to which it is a party and the
consummation by it of the transactions  contemplated  hereby and thereby, do not
and will not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii)  constitute a default under,  (iii) give any third party the
right to modify,  terminate or accelerate any obligation under, (iv) result in a

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violation of, or (v) require any authorization,  consent, approval, exemption or
other  action by or  notice or  declaration  to,  or filing  with,  any court or
administrative  or governmental  body or agency or any other person pursuant to,
(1) the  certificate  of  incorporation  of the  NAC  Transferee,  (2) any  law,
statute,  rule or regulation to which the NAC Transferee is subject,  or (3) any
mortgage,  indebtedness,  contract,  agreement,  instrument,  order, judgment or
decree to which the NAC Transferee is subject.

     4.4  Investment Intent.

     (a) The NAC  Shares and the NAC  Interests  are being  acquired  by the NAC
Transferee for its own account, for investment purposes only and not with a view
to the distribution of such shares or interests or with any present intention of
distributing  any thereof within the meaning of the Securities Act, or reselling
the  same  in  violation  of any  other  applicable  securities  laws.  The  NAC
Transferee  agrees and  acknowledges  that the NAC Shares and the NAC  Interests
have not been registered  under the Securities Act, and therefore cannot be sold
unless  registered  under  the  Securities  Act  or  unless  an  exemption  from
registration is available.  The certificates or other instruments evidencing the
NAC  Shares  and the NAC  Interests  shall  bear an  appropriate  legend to such
effect.

     (b) The  NAC  Transferee  has  substantial  experience  in  evaluating  and
investing in private  placement  transactions of securities in companies similar
to Nesco and the NAC Entities so that it is capable of evaluating the merits and
risks of its investments in Nesco and in acquiring the NAC Interests and has the
capacity to protect its own interests. The NAC Transferee has had an opportunity
to discuss  Nesco's and the NAC Entities  businesses,  management  and financial
affairs with its  management,  to ask questions of officers of Nesco and the NAC
Entities, which questions were answered to its satisfaction.  The NAC Transferee
also  acknowledges  that it has had such  opportunity as it deemed  necessary to
investigate  the  businesses,  liabilities,  books and records,  including union
contracts, and other vendor and customer relationships of the NAC Entities as it
deemed  necessary for purposes of entering into this  agreement and carrying out
the transactions  contemplated  hereby and that accordingly it is not relying on
any  representation,  warranty or statement made by or on behalf of Nesco except
as expressly set forth in this agreement.

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

     5.1  Further  Assurances.  In case at any time  after the date  hereof  any
further action is reasonably necessary or desirable to carry out the purposes of
this Agreement or to vest the NAC  Transferee  with fill title to the NAC Shares
and the NAC  Interests,  the  parties  to this  Agrcement  shall  take  all such
necessary action.

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     5.2  Assignment;  Binding  Effect;  Benefit;  Shareholders.  Incorporators,
Officers,  Directors. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise)  without the prior  written  consent of the other
party. Nothing in this Agreement, expressed or implied, is intended to confer on
any person  other than the parties  hereto or their  respective  successors  and
permitted assigns any rights,  remedies,  obligations or liabilities under or by
reason  of this  officer,  director  or agent of  either  party  shall  have any
personal or other liability to the other under this contract, all such liability
being hereby expressly waived and released forever by the other party.

     5.3 Entire  Agreement.  This  Agreement  (including  the Schedules  annexed
hereto),  and any  documents  delivered  by the parties in  connection  herewith
constitute  the entire  agreement  among the parties with respect to the subject
matter   hereof  and   supersede   all  prior   negotiations,   agreements   and
understandings, whether written or oral, among the parties with respect thereto.
No addition to or  modification  of any  provision  of this  Agreement  shall be
binding upon any party  hereto  unless made in writing and signed by all parties
hereto.

     5.4 Notices.  Any notice required to be given hereunder shall be in writing
and  shall  be  deemed   delivered  (i)  upon  delivery  if  sent  by  facsimile
transmission  (confirmed by any of the methods that follow),  (ii) upon delivery
if sent by overnight  courier  service  (with proof of service) or hand delivery
and (iii) three days after  mailing by  certified  or  registered  mail  (return
receipt requested and first-class postage prepaid) and addressed as follows:

          If to Nesco:

                    Nesco Industries, Inc.
                    22-09 Queens Plaza North,
                    Long Island City,NY 11101
                    Attn: President

          With a copy to (which shall not constitute notice):

                    Davidoff & Malito
                    605 Third Avenue
                    New York, New York 10153
                    Attn: .Jeffiey Citron, Esq.
                    Tel.: (212) 557-7200
                    Fax: (212)286-1884

          If to the NAC Transferee:

                    Calabria Corporation
                    22-09 Queens Plaza North
                    Long Island City, New York 11101
                    Attn.: President
                    Tel.: (718) 752-2202
                    Fax: (718) 937-0171

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or to such other address as any party shall specify by written  notice so given,
and such notice shall be deemed to have been delivered as of the date received.

     5.5 Amendment. This Agreement may not be amended except by an instrument in
writing signed by or on behalf of each of the parties hereto.

     5.6 Governing  Law.  This  Agreement has been executed and delivered by the
parties in New York,  and shall be governed by and construed in accordance  with
the laws of the State of New York  without  regard to its rules of  conflict  of
laws. All parties consent to the exercise of personal  jurisdiction over them in
New York and agree that any lawsuit arising out of or relating to this Agreement
shall be brought exclusively in a court of competent subject matter jurisdiction
located within the County New York, State of New York.

     5.7 Waivers. Except as provided in this Agreement, no action taken pursuant
to this Agreement,  including,  without  limitation,  any investigation by or on
behalf of any party,  shall be deemed to constitute a waiver by the party taking
such action of compliance  with any  representations,  warranties,  covenants or
agreements  contained  in this  Agreement.  The waiver by any party  hereto of a
breach of any provision  hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.

     5.8 Incorporation. The Schedules, if any, hereto and referred to herein are
hereby  incorporated  herein and made a part hereof for all purposes as if fully
set forth herein.

     5.9 Severability.  Any term or provision of this Agreement which is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  that  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf as of the date first above written.

                         NESCO INDUSTRIES, INC.


                         By: /s/ Michael Caputo
                         Name:  Michael Caputo
                         Title: President

                         NAC CALABRIA ACQUISITION CORPORATION


                         By: /s/ Ronald Kuzon
                         Name: Ronald Kuzon
                         Title: President
<PAGE>

                                  AMENDMENT #1
                               STOCK PURCHASE AND
                              ASSUMPTION AGREEMENT

     AMENDMENT NUMBER 1 TO STOCK PURCHASE AND ASSUMPTION  AGREEMENT,  dated June
9, 2004, between Nesco Industries,  Inc., a Nevada corporation ("Nesco") and NAC
Calabria Acquisition Corporation, a New York corporation ("NAC Transferee").

                              W I T N E S S E T H:

     WHEREAS,  Nesco and the NAC  Transferee are parties to a STOCK PURCHASE AND
ASSUMPTION AGREEMENT dated May 13, 2004 (the "SPA"),

     WHEREAS,  Nesco and the NAC  Transferee  acknowledge  that the SPA does not
reflect the  treatment of account  receivables  of the NAC Entities as agreed by
the parties; and

     WHEREAS  Nesco  and  the  NAC  Transferee   desire  to  memorialize   their
understanding of such treatment, in writing.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are acknowledged, the parties hereby agree as follows:

                                   ARTICLE I

                                 STATUS OF SPA

     1.1 SPA in full force and effect.  The parties  acknowledge that the SPA is
in full  force  and  effect  and  that  this  amendment  only  memorializes  the
understanding  of the parties in connection with accounts  receivable of the NAC
Entities.

     1.2 Definitions.  All capitalized terms used herein, not otherwise defined,
shall have the meaning ascribed them in the SPA.

     1.3  Controlling  Terms.  Other than as  specifically  set forth herein the
terms and  conditions of the SPA shall control the  relationship  of the parties
and the provisions of Article V thereof shall be deemed  incorporated  herein as
if set forth in its entirety.

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                                   ARTICLE II

                        RETENTION OF ACCOUNTS RECEIVABLE

     2.1 Retention of Accounts Receivable.  Other than as specifically set forth
in the SPA, the NAC Transferee acknowledges that each of the NAC Entities, prior
to the exchange of stock pursuant to the SPA,  absolutely  sold,  transfered and
assigned to Nesco all of such entities' right,  title and interest in and to all
of its  Receivable and all monies due or which may become due on or with respect
to such Receivables. Nesco shall be the absolute owner of each Receivable. Nesco
shall have, with respect to any goods related to the Receivable,  all the rights
and  remedies  of an  unpaid  seller  under the UCC and  other  applicable  law,
including the rights of replevin,  claim and delivery,  reclamation and stoppage
in transit not inconsistent with the UCC.

     2.2  Definition  of  Receivables  "Receivables"  for the  purposes  of this
agreement shall mean accounts, receivables, chattel paper, instruments, contract
rights,  documents,  general  intangibles,  letters of credit,  drafts,  bankers
acceptances, and rights to payment, and all proceeds thereof.

     2.3  Relinquishment  of any Claims  The NAC  Transferee  hereby  waives and
relinquishes any claim that it may have pursuant to law,  agreement or equity in
any of the transferred Receivables.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf as of the date first above written.

NESCO INDUSTRIES, INC.                  NAC CALABRIA ACQUISITION
                                        CORPORATION


By /s/                                  By /s/
Name:                                   Name:
Title:                                  Title:


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