Exhibit 10.2

                     ACCOUNTS RECEIVABLE TRANSFER AGREEMENT

     This Accounts  Receivable  Transfer  Agreement (the "Agreement") is made on
this  _____  day of May,  2004 by and among  Nesco  Industries,  Inc.,  a Nevada
corporation   ("Nesco")  as  one  party  and  collectively   National  Abatement
Corporation, a Delaware corporation ("National"),  NAC/Indoor Air Professionals,
Inc., a New York corporation  ("Professionals") and NAC Environmental  Services,
Inc., a Delaware  corporation  ("Environmental,"  and together with National and
Professionals,  the "NAC Entities," and each, an "NAC Entity" and a wholly owned
subsidiary of Nesco).

1.  Definitions.  When used herein,  the following terms shall have the meanings
assigned to them below:

     1.1.  "Account  Debtor"  shall have the  meaning  set forth in the New York
Uniform  Commercial  Code and shall  include any issuer of a letter of credit or
banker's acceptance.

     1.2.  "Receivables"  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.

     1.3. "UCC" shall mean the Uniform Commercial Code as in effect in the State
of New York.

2.   Transfer of Receivables.

     2.1.  Transfer of Receivables.  Each of the NAC Entities hereby  absolutely
sells,  transfers  and  assigns to Nesco all of such  party's  right,  title and
interest in and to each  Receivable  described on Schedule A annexed  hereto and
made a part hereof and all monies due or which may become due on or with respect
to such Receivable.  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.

3.  Power of Attorney.

     3.1. Each of the NAC Entities does hereby irrevocably appoint Nesco and its
successors  and assigns as such  party's true and lawful  attorney in fact,  and
hereby authorizes Nesco to:

     3.1.1. sell, assign, transfer,  pledge,  compromise, or discharge the whole
     or any part of the Receivables;

     3.1.2.  demand,  collect,  receive,  sue, and give  releases to any Account
     Debtor for the  monies due or which may become due upon or with  respect to
     the Receivables and to compromise,  prosecute, or defend any action, claim,

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     case or proceeding  relating to the Receivables,  including the filing of a
     claim or the voting of such claims in any  bankruptcy  case, all in Nesco's
     name or such party's name, as Nesco may choose;

     3.1.3.  prepare,  file and sign such  party's  name on any  notice,  claim,
     assignment,  demand,  draft,  or  notice  of or  satisfaction  of  lien  or
     mechanics' lien or similar document with respect to the Receivables;

     3.1.4. demand, collect, receipt for, compromise,  settle and sue for monies
     due in respect of the Receivables;

     3.1.5.  notify all Account  Debtors with respect to the  Receivables to pay
     Nesco directly;

     3.1.6.  receive,  open, and dispose of all mail addressed to Such party for
     the purpose of collecting the Receivables;

     3.1.7. endorse such party's name on any checks or other forms of payment on
     the Receivables;

     3.1.8. execute on behalf of such party any and all instruments,  documents,
     financing  statements  and the like to  perfect  Nesco's  interests  in the
     Receivables; and

     3.1.9. do all acts and things necessary or expedient, in furtherance of any
     such purposes.

     3.2. Each of the NAC Entities hereby approves and ratifies all acts of said
attorney  or  designee,  who shall not be liable for any acts of  commission  or
omission, nor for any error of judgment or mistake of fact or law except for its
own gross negligence or willful misconduct.

     3.3. This power of attorney shall be irrevocable.


4. Notices.  All notices shall be given to Nesco and each of the NAC Entities at
the  addresses or faxes set forth on the first page of this  Agreement and shall
be deemed to have been delivered and received: (a) if mailed, three (3) calendar
days after deposited in the United States mail, first class,  postage  pre-paid;
(b) one (1)  calendar  day  after  deposit  with an  overnight  mail or  courier
service;  or (c) on the  same  date of  confirmed  transmission  if sent by hand
delivery, telecopy, telefax or telex.

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5. Jury  Trial.  Each of the NAC  Entities  and Nesco each hereby (a) waives its
rights to a jury trial on any claim or action  arising  out of or in  connection
with  this  Agreement,  any  related  agreements,  or any  of  the  transactions
contemplated  hereby or thereby;  (b)  recognizes  and agrees that the foregoing
waiver  constitutes a material  inducement for it to enter into this  agreement;
and (c) represents and warrants that it has reviewed this waiver, has determined
for itself the necessity to review the same with its legal counsel and knowingly
and voluntarily waives all rights to a jury trial.

6. Titles and Section Headings.  The titles and section headings used herein are
for convenience only and shall not be used in interpreting this Agreement.

     IN WITNESS  WHEREOF Each of the NAC Entities and Nesco have  executed  this
Agreement on the day and year above written.


National Abatement Corporation          NAC/Indoor Air Professionals, Inc.

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


NAC Environmental Services, Inc.        Nesco Industries, Inc.

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

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                                 ACKNOWLEDGMENTS

STATE OF                   )
COUNTY OF                  )

     On  this   ______   day  of  May   2004,   before   me,   personally   came
_________________ to me known and known to me to be the same person who executed
the foregoing  instrument,  and who,  being duly sworn by me, did depose and say
that (s)he is the ___________ of National  Abatement  Corporation and that (s)he
signed  his/her  name  thereto  by  order  of the  board  of  directors  of said
corporation,  and (s)he duly  acknowledged to me that (s)he executed the same as
the act and  deed of said  corporation  for  the  uses  and  purposes  mentioned
therein.


                                        ----------------------
                                           Notary Public

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STATE OF                    )
COUNTY OF                   )

     On  this   ______   day  of  May   2004,   before   me,   personally   came
_________________ to me known and known to me to be the same person who executed
the foregoing  instrument,  and who,  being duly sworn by me, did depose and say
that (s)he is the  ___________  of NAC/Indoor Air  Professionals,  Inc. and that
(s)he  signed  his/her  name  thereto by order of the board of directors of said
corporation,  and (s)he duly  acknowledged to me that (s)he executed the same as
the act and  deed of said  corporation  for  the  uses  and  purposes  mentioned
therein.


                                        ----------------------
                                           Notary Public

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STATE OF                  )
COUNTY OF                 )

     On  this   ______   day  of  May   2004,   before   me,   personally   came
_________________ to me known and known to me to be the same person who executed
the foregoing  instrument,  and who,  being duly sworn by me, did depose and say
that (s)he is the ___________ of NAC Environmental Services, Inc. and that (s)he
signed  his/her  name  thereto  by  order  of the  board  of  directors  of said
corporation,  and (s)he duly  acknowledged to me that (s)he executed the same as
the act and  deed of said  corporation  for  the  uses  and  purposes  mentioned
therein.


                                        ----------------------
                                           Notary Public

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