Exhibit 10.3


                              EMPLOYMENT AGREEMENT


EMPLOYMENT  AGREEMENT,  dated  as of the  19th day of May  2004,  between  NESCO
INDUSTRIES, INC., a Nevada corporation,  with its offices at 305 Madison Avenue,
Suite 4510,  New York, NY 10165 (the "Company" or the  "Employer"),  and MATTHEW
HARRITON,  an  individual  residing at 515 East 72nd Street,  Apartment  9B, New
York, NY 10021 (the "Executive")


                              W I T N E S S E T H

WHEREAS,  Executive  possesses an intimate knowledge of the business and affairs
of Employer, its policies, methods, personnel, opportunities and problems;

WHEREAS,  Employer desires to assure itself of Executive's  continued employment
by Employer and to compensate him for such efforts; and

WHEREAS,  Executive is desirous of committing  himself to serve  Employer on the
terms herein provided;

NOW, THEREFORE, In consideration of the covenants herein contained,  the parties
hereto hereby agree as follows:

1.  Employment.  Executive  is hereby  employed  as Chairman  and interim  Chief
Executive Officer of Employer. Executive shall have supervision and control over
the  operations  and affairs of  Employer,  and shall have such other powers and
duties as may be from time to time  assigned to him by the Board of Directors of
Employer  (the  "Board"),  and Executive  hereby  accepts such  employment,  all
subject to the terms and  conditions  herein  contained.  A prime  objective  of
Executive's  employment  is to  locate  a party  to act as the  permanent  Chief
Executive Officer of Employer.  Pending the identification,  approval and hiring
of such party,  Executive shall devote the majority of all of his business time,
attention   and  skills  to  the  business  and  affairs  of  Employer  and  its
subsidiaries.  Subsequent  to that event,  Executive,  who remains as  Chairman,
shall devote such time and attention as his ongoing  obligations to the Employer
shall demand. At all times during the term of Executive's employment,  Executive
may  pursue  other  activities,  including  without  limitation  other  business
obligations,  so long as such activities do not adversely affect the performance
of his duties to Employer or are in conflict  with the  business of the Company.
Any issues  regarding the fulfillment of this obligation  shall be an arbitrable
matter under this Agreement.

2.  Place of  Performance.  In  connection  with  his  employment  by  Employer,
Executive shall be based at Employer's  principal  executive  offices where same
may be located from time to time.

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3.  Compensation

     a.   Base Salary.  Employer  shall pay to Executive,  and  Executive  shall
          accept, for all services which may be rendered by him pursuant to this
          Agreement, a base salary ("Base Salary") as hereinafter set forth. The
          Base Salary during the term of this  Agreement  shall  initially be at
          the annual rate of $120,000  per year and shall  increase  10% on each
          December 31 during the term of this  Agreement.  Employer  agrees that
          any amounts not paid when due to Executive shall accrue to Executive's
          benefit.

          Any increase in Base Salary or other compensation granted by Employer,
          the Board or any committee thereof shall in no way limit or reduce any
          other  obligation of Employer  hereunder  and, once  established at an
          increased  specified rate  Executive's Base Salary hereunder shall not
          thereafter  be  reduced,  other  than as  necessitated  by  Employer's
          adverse financial  condition.  Executive's  salary shall be payable in
          accordance with Employer's  payroll  practices as from time to time in
          effect.

     b.   Bonus;  Commissions.  In addition to Base Salary,  Executive  shall be
          entitled to a minimum annual  performance bonus based on the following
          schedule

<TABLE>
<CAPTION>
---------------------------------------- --------------------------------------
Annual Operating Profit (1)              Bonus
---------------------------------------- --------------------------------------
<S>                                      <C>
$0 - $500,000                            0
---------------------------------------- --------------------------------------
$500 - $1,000,000                        $60,000
---------------------------------------- --------------------------------------
$1,000,000 - $3,000,000                  $120,000
---------------------------------------- --------------------------------------
Greater than $3,000,000                  $240,000
---------------------------------------- --------------------------------------
<FN>
(1)  Operating profit to be defined by generally accepted accounting  principals
     for a like business in a like industry.
</FN>
</TABLE>
Bonus payable in January of each year during the term of this Agreement.

     c.   Life  Insurance/Key  Man Insurance.  During the term of his employment
          hereunder,  and subject to Executive being  insurable  without rating,
          Employer  shall  purchase  and keep in  effect a term  life  insurance
          policy in the amount of $1,000,000 on the life of the Executive.  Such
          life insurance will name as beneficiaries those individuals designated
          by the Executive. All rights therein, including without limitation the
          right  to  renew  same,  shall  be  assigned  to  Executive  upon  the
          termination of this  agreement.  Employer shall further be entitled to
          maintain  Key Man  insurance on the life of  Executive  and  Executive
          agrees to cooperate with the application for same.

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     d.   Expenses. During the term of his employment hereunder, Executive shall
          be  entitled  to  receive  prompt  reimbursement  for  all  reasonable
          expenses incurred by him in performing  services  hereunder,  provided
          that  Executive   properly   accounts   therefor  in  accordance  with
          Employer's policy relating thereto. Without limiting the generality of
          the foregoing,  the parties agree that any travel Executive undertakes
          in connection with the performance of his duties hereunder shall be in
          business class or better,  and Employer shall reimburse  Executive for
          such expenses.

     e.   Benefit  Plans.  Executive  shall be  entitled  to  participate  in or
          receive  benefits  under  any  employee  benefit  plan or  arrangement
          currently  available,  or made available by Employer in the future, to
          its executives and key management employees, subject to and on a basis
          consistent with the terms,  conditions and overall  administration  of
          such plan or  arrangement.  Employer shall not make any changes in any
          employee benefit plans or arrangements in effect on the date hereof or
          during  the term of this  Agreement  in which  Executive  participates
          (including,  without  limitation,  any  pension and  retirement  plan,
          supplemental  pension and retirement plan,  savings and profit sharing
          plan,  stock ownership plan,  stock purchase plan,  stock option plan,
          life insurance plan,  medical insurance plan,  disability plan, dental
          plan,  health-and-accident  plan or arrangement) which would adversely
          effect Executive's rights or benefits  thereunder,  unless such change
          occurs pursuant to a program  applicable to all executives of Employer
          and does not  result in a  proportionately  greater  reduction  in the
          rights  of or  benefits  to  Executive  as  compared  with  any  other
          executive of Employer.  Any payments or benefits  payable to Executive
          hereunder  in respect of any calendar  year during which  Executive is
          employed by Employer for less than the entire such year shall,  unless
          otherwise provided in the applicable plan or arrangement,  be prorated
          in  accordance  with the number of calendar days in such calendar year
          during which he is so employed.

     f.   Vacations, Holidays and Sick Leave. Executive shall be entitled to the
          number of paid  holidays,  personal  days off,  vacation days and sick
          leave days in each  calendar  year as are  determined by Employer from
          time to time for its senior executive officers, but not less than five
          (5) weeks in any calendar year (prorated,  in any calendar year during
          which  Executive is employed  under this  Agreement  for less than the
          entire such year,  in  accordance  with the number of calendar days in
          such  calendar  year during which he is so employed) . Vacation may be
          taken in  Executive's  discretion,  so long as it is not  inconsistent
          with the  reasonable  business needs of Employer.  Executive  shall be
          entitled  to accrue from year to year all  vacation  days not taken by
          him.

     g.   Perquisite.  Executive  shall be  entitled  to continue to receive the
          perquisites  and  fringe  benefits  appertaining  to the office of the

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          President and Chief  Operating  Officer of Employer in accordance with
          present practice and appropriate to the industry.


     h.   Warrants: Executive shall be entitled to warrants as more specifically
          described in that certain Share Exchange Agreement between the Company
          and Hydrogel Design Systems, Inc.

     i.   Base Salary Not  Effected by Other  Benefits.  None of the benefits to
          which  Executive is entitled under any of the provisions of Sections 3
          (b) - 3 (g) hereof  shall in any  manner  reduce or be deemed to be in
          lieu of the Base Salary payable to Executive  pursuant to Section 3(a)
          hereof.

4.   Term of Employment. The employment by Employer of Executive pursuant hereto
     shall commence as of the effective date (the "Effective Date") and, subject
     to the  provisions  of Section 5 hereof,  shall  terminate  three (3) years
     after the Effective Date (the  "Termination  Date") . This Agreement  shall
     automatically  be extended for one additional  year beyond the  Termination
     Date (the "Extended Termination Date") unless at least thirty (30) calendar
     days prior to the Termination Date,  Executive or Employer shall have given
     notice that he or it does not wish to extend this Agreement.

5.   Premature Termination. Anything in this Agreement contained to the contrary
     notwithstanding:

     a.   Death. Executive's employment hereunder shall terminate forthwith upon
          the death of Executive.

     b.   Disability.  Executive's employment hereunder shall terminate,  at the
          option of  Employer,  in the event  that the Board  makes a good faith
          determination  that Executive  suffers from Disability (as hereinafter
          defined)  so as to be  unable  to  substantially  perform  his  duties
          hereunder  for an aggregate  of one hundred and eighty (180)  calendar
          days during any period of twelve (12) consecutive  months.  As used in
          this  Agreement,   the  term  "Disability"  shall  mean  the  material
          inability,  in the  opinion  of  three-fourths  (3/4)  of  the  entire
          membership  of  the  Board  set  forth  in  a  resolution  giving  the
          particulars  thereof, of Executive to render his agreed-upon  services
          to Employer due to physical and/or mental infirmity,  which opinion is
          concurred in by a physician or psychiatrist reasonably satisfactory to
          Employer  and  Executive  or  his  duly  appointed  representative  or
          guardian.

     c.   Cause.  Employer may terminate  Executive's  employment  hereunder for
          Cause. For purposes of this Agreement,  Employer shall have "Cause" to
          terminate  Executive's  employment  hereunder  upon  (i) the  willful,
          intentional  and  continued  failure  by  Executive  to  substantially
          perform his duties  hereunder  (other than any such failure  resulting
          from  Executive's  incapacity due to physical or mental illness) after
          demand  for   substantial   performance   is   delivered  by  Employer

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          specifically   identifying  the  manner  in  which  Employer  believes
          Executive has not substantially  performed his duties and a continued,
          intentional  disregard of such demand or (ii) the willful  engaging by
          Executive  in  conclusively  proven  misconduct  which  is  materially
          injurious to Employer,  monetarily or otherwise. No act, or failure to
          act, on Executive's part shall be considered "willful" unless done, or
          omitted to be done,  by him not in good faith and  without  reasonable
          belief  that  his  action  or  omission  was in the best  interest  of
          Employer. Notwithstanding the foregoing, Executive shall not be deemed
          to have been  terminated  for Cause  unless and until there shall have
          been  delivered to Executive a copy of a  resolution,  duly adopted by
          the  affirmative  vote of not  less  than  three-fourths  (3/4) of the
          entire  membership  of the Board at a meeting of the Board  called and
          held for such purpose  (after  reasonable  notice to Executive  and an
          opportunity for him, together with his counsel, to be heard before the
          Board),  finding  that,  in the  good  faith  opinion  of  the  Board,
          Executive  conducted,  or failed to  conduct,  himself in a manner set
          forth above in clause (i) or (ii) of this Section 5(c), and specifying
          the particulars thereof in detail.

     d.   Termination  by Executive.  Executive  may  terminate  his  employment
          hereunder (i) for Good Reason (as hereinafter  defined) or (ii) if his
          physical or mental health becomes impaired to an extent that makes the
          continued  performance  of  his  duties  hereunder  hazardous  to  his
          .physical or mental health or his life,  provided that Executive shall
          have  furnished  Employer  with a written  statement  from a doctor or
          psychiatrist to such effect, and provided further, that, at Employer's
          request and expense,  Executive  shall submit to an  examination  by a
          physician or  psychiatrist  selected by Employer and such physician or
          psychiatrist  shall have  concurred in the  conclusion of  Executive's
          physician or psychiatrist.  Where Executive  terminates his employment
          pursuant  to clause (ii) of this  Section 5 (d), he shall  continue to
          receive his full Base  Salary,  payable at the time such  payments are
          due for the balance of the  current  term of this  Agreement  together
          with all other  amounts to which  Executive  is  entitled,  including,
          without limitation,  expense reimbursement amounts accrued to the Date
          of Termination  or amounts under any benefit plan of Employer,  at the
          time such payments are due.

     e.   "Good Reason" Defined.  For purposes of this Agreement,  "Good Reason"
          shall  mean  (i) a Change  in  Control  (as  hereinafter  defined)  of
          Employer, or (ii) any limitation of the powers of Executive,  or (iii)
          any removal of Executive  as, or any failure to re-elect  Executive to
          his  title  hereunder   except  in  connection  with   termination  of
          Executive's   employment  for  Cause  (as   hereinafter   defined)  or
          Disability;  provided,  however,  that any removal of Executive as, or
          any  failure  to  re-elect   Executive   (except  in  connection  with

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          termination of Executive's  employment for Cause or Disability)  shall
          not diminish or reduce the  obligations of Employer to Executive under
          this  Agreement.  or (iv)  the  failure  of  Employer  to  obtain  the
          assumption of the agreement to perform this Agreement by any successor
          to Employer, as provided for in Section 8 hereof.

     f.   "Change of Control" Defined. For purposes of this Agreement, a "Change
          in Control" (as  hereinafter  defined) of Employer  shall be deemed to
          have  occurred if (i) any "person" (as such term is used in Section 13
          (d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other
          than Employer or any "group" (as such term is defined in Section 13(d)
          (3) of the Exchange Act) of which they are a member, is or becomes the
          "beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly,  of securities of Employer representing twenty
          percent (20%) of more of the combined  voting power of Employer's then
          outstanding  securities,   or  (ii)  during  any  period  of  two  (2)
          consecutive  years during the term of this Agreement,  individuals who
          at the  beginning  of such period  constitute  the Board cease for any
          reason to constitute at least a majority thereof,  unless the election
          of each  director  who was not a  director  at the  beginning  of such
          period has been approved in advance by directors representing at least
          two- thirds (2/3) of the directors  then in office who were  directors
          at the beginning of the period.

     g.   Notice of Termination.  Any  termination of Executive's  employment by
          Employer or by Executive (other than  termination  pursuant to Section
          5(a) hereof) shall be communicated by written Notice of Termination to
          the other party hereto.  For purposes of this Agreement,  a "Notice of
          Termination"  shall mean a notice  which shall  indicate  the specific
          termination  provision  in this  Agreement  relied  upon and shall set
          forth in  reasonable  detail  the facts and  circumstances  claimed to
          provide a basis for  termination of Executive's  employment  under the
          provision so indicated.

     h.   Date  of  Termination.   "Date  of  Termination"  shall  mean  (i)  if
          Executive's  employment is  terminated  by his death,  the date of his
          death,  (ii) if  Executive's  employment  is  terminated  pursuant  to
          Section  5(b)  hereof,  thirty  (30)  calendar  days  after  Notice of
          Termination is given  (provided that Executive shall not have returned
          to the  performance  of his duties on a full- time basis  during  such
          thirty (30) day period), (iii) if Executive's employment is terminated
          pursuant to Section 5(c) hereof,  the date  specified in the Notice of
          Termination,  and (iv) if Executive's employment is terminated for any
          other  reason,  the date on which a Notice  of  Termination  is given;
          provided, however, that if, within thirty (30) calendar days after any
          Notice of  Termination  is given,  the party  receiving such Notice of
          Termination  notifies the other party that a dispute exists concerning
          the  termination,  the Date of Termination  shall be the date on which

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          the dispute is finally determined,  either by mutual written agreement
          of the parties, by a binding and final arbitration award or by a final
          judgment  order or decree of a court of  competent  jurisdiction  (the
          time for appeal  therefrom  having  expired and no appeal  having been
          perfected)

6.  Payments and Benefits Upon Early Termination.

     a.   Early  Termination  for Death or Disability.  Upon the  termination of
          this Agreement  prior to the  Termination  Date (or, if this Agreement
          shall have been extended to the Extended Termination Date, as provided
          in  Section  4  hereof,  prior to the  Extended  Termination  Date) by
          Employer as a result of death,  or Disability  of Executive,  Employer
          shall pay Executive:

          i.   his Base  Salary and any unpaid  base  salary  accrued and unpaid
               through the Date of Termination at the rate in effect at the time
               of Notice of Termination is given or, in the case of the death of
               Executive,  the Date of  Termination,  payable  at the time  such
               payments are due; and

          ii.  all other  amounts to which  Executive  is  entitled,  including,
               without limitation,  expense reimbursement amounts accrued to the
               Date  of  Termination  or  amounts  under  any  benefit  plan  of
               Employer, at the time such payments are due.

     b.   Early Termination Other than for Death,  Disability or Cause. Upon the
          termination of this Agreement  prior to the  Termination  Date (or, if
          this  Agreement  shall have been extended to the Extended  Termination
          Date,  as  provided  in  Section  '4  hereof,  prior  to the  Extended
          Termination Date) (X) by Employer other than for death,  Disability or
          Cause or (Y) by  Executive  for Good Reason or as a result of a breach
          of this Agreement by Employer, Employer shall pay to Executive:

          i.   this Base Salary and any unpaid  base  salary  accrued and unpaid
               through  the  Termination  Date at the rate in effect at the time
               Notice of Termination is given, payable at the time such payments
               are due (or, if this  Agreement  shall have been  extended to the
               Extended  Termination Date, as provided in Section 4 hereof,  his
               Base Salary through the Extended  Termination Date at the rate in
               effect at the time Notice of Termination is given, payable at the
               time such payments are due);

          ii.  An amount  equal to one year of Base Salary at the rate in effect
               at the  time  Notice  of  Termination  is  given  payable  on the
               Termination Date or the Extended Termination Date, whichever date
               is applicable.

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          iii. all other  amounts to which  Executive  is  entitled,  including,
               without limitation,  expense reimbursement amounts accrued to the
               Date  of  Termination  or  amounts  under  any  benefit  plan  of
               Employer, at the time such payments are due; and

          iv.  In  addition,   for  the  thirty-six   (36)  month  period  after
               termination  for any of the reasons  specified  in this Section 6
               (b),  Employer  shall arrange to provide  Executive with life and
               health insurance  benefits  substantially  similar to those which
               Executive  was  receiving  immediately  prior  to the  Notice  of
               Termination.

     c.   Mitigation Not Required.  Executive  shall not be required to mitigate
          the amount of any payment  provided  for in this  Section 6 by seeking
          other  employment  or  otherwise,  nor shall the amount of any payment
          provided for in this Section 6 be reduced by any  compensation  earned
          by Executive as the result of employment by another employer after the
          Date of Termination, or otherwise.

7.  Non-disclosure;

     a.   Confidential  Information.  Executive  shall not, to the  detriment of
          Employer,  knowingly  use for his own benefit or disclose or reveal to
          any  unauthorized  person,  any  trade  secret  or other  confidential
          information  received by Executive in the course of his  employment or
          engagement in any capacity by Employer which relates to Employer or to
          any of the businesses  operated by it, including,  but not limited to,
          any customer lists, customer needs, price and performance information,
          specifications,   hardware,  software,  devices,  supply  sources  and
          characteristics,   business  opportunities,   marketing,  promotional,
          pricing and financing techniques, or other information relating to the
          business of Employer,  and Executive  confirms  that such  information
          constitutes  the  exclusive  property  of  Employer.   However,   said
          restriction on confidential information shall not apply to information
          which is: (i)  generally  available in the industry in which  Employer
          operates,  (ii) disclosed in published literature or (iii) obtained by
          Executive  from a third party  without  binder or  secrecy.  Executive
          agrees that, except as otherwise  expressly agreed to by Employer,  he
          will return to Employer, promptly upon the request of the Board or any
          executive officer designated by the Board, any physical  embodiment of
          such confidential information.

     b.   Remedies.  Executive recognizes that the possible  restrictions on his
          activities  which  may  occur as a result  of his  performance  of his
          obligations  under  this  Section 7 are  required  for the  reasonable
          protection of Employer and its  investments,  and Executive  expressly
          acknowledges  that damages alone will be an inadequate  remedy for any
          breach or violation of this Section 7, and that Employer,  in addition

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          to all other  remedies at law or in equity,  shall be  entitled,  as a
          matter of right, to injunctive relief, including specific performance,
          with  respect  to any  such  breach  or  violation,  in any  court  of
          competent jurisdiction. If any of the provisions of this Section 7 are
          held to be in any respect an unreasonable  restriction upon Executive,
          then they shall be deemed to extend  only over the  maximum  period of
          time, geographic area, and/or range of activities as to which they may
          be enforceable.

     c.   Nonexclusive.  The  undertakings  of  Executive  contained in Sections
          7(a),  7(b) and 7(c) hereof  shall be in addition  to, and not in lieu
          of, any  obligations  which he may have with  respect  to the  subject
          matter hereof, whether by contract, as a matter of law or otherwise.

8.  Successors; Benefits.

     a.   Successors.  Employer shall require any successor  (whether  direct or
          indirect, by purchase,  merger,  consolidation or otherwise) to all or
          substantially  all of the  business  and/or  assets  of  Employer,  by
          agreement  in  form  and  substance  satisfactory  to  Executive,   to
          expressly  assume  and agree to  perform  this  Agreement  in the same
          manner and to the same  extent  that  Employer  would be  required  to
          perform it if no such succession had taken place.  Failure of Employer
          to  obtain  such  agreement  prior  to the  effectiveness  of any such
          succession  shall be a breach  of this  Agreement  and  shall  entitle
          Executive to compensation  from Employer in the same amount and on the
          same terms as he would be entitled to hereunder if he  terminated  his
          employment for Good Reason,  except that for purposes of  implementing
          the foregoing, the date on which any such succession becomes effective
          shall be deemed the Date of  Termination.  As used in this  Agreement,
          "Employer"  shall  mean  Employer  as  hereinbefore  defined  and  any
          successor to its business  and/or assets as aforesaid  which  executes
          and  delivers  the  agreement  provided for in this Section 8 or which
          otherwise  becomes  bound  by all the  terms  and  provisions  of this
          Agreement by operation of law.

     b.   Benefits.  This Agreement and all rights of Executive  hereunder shall
          inure to the benefit of and be enforceable by Executive's  personal or
          legal representatives,  executors, administrators,  successors, heirs,
          distributes,  devisees and legatees. If Executive should die while any
          amounts would still be payable to him hereunder if he had continued to
          live, all such amounts,  unless otherwise  provided  herein,  shall be
          paid in  accordance  with the terms of this  Agreement to  Executive's
          devisee,  legatee, or other designee or, if there be no such designee,
          to Executive's estate.

9.  Miscellaneous Provisions.

     a.   Execution in  Counterparts.  This  Agreement may be executed in one or
          more  counterparts,  and by the different  parties  hereto in separate
          counterparts,  each of which shall be deemed to be an original but all

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          of which taken together shall constitute one and the same agreement.

     b.   Notices.  All  notices,  requests,  demands  and other  communications
          hereunder  shall be in  writing  and shall be deemed to have been duly
          given or made as of the date delivered,  if delivered  personally,  or
          three  (3)  calendar  days  after  having  been  mailed,  if mailed by
          registered  or  certified  mail,   postage  prepaid,   return  receipt
          requested, as follows:

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

If to Executive, to:
                                Matthew Harriton
                                515 East 72nd Street
                                Apartment 9B
                                New York, NY 10021

          or to such other address as either party hereto shall have  designated
          by like  notice to the other  party  hereto  (except  that a notice of
          change of address shall only be effective upon receipt)

     c.   Amendment.  This Agreement may only be amended by a written instrument
          executed by each of the parties hereto.

     d.   Entire Agreement.  This Agreement  constitutes the entire agreement of
          the parties  hereto with  respect to the subject  matter  hereof,  and
          supersedes  all prior  agreements  and  understandings  of the parties
          hereto, oral and written, with respect to the subject matter hereof.

     e.   Applicable  Law. This  Agreement  shall be governed by the laws of the
          State of New  York  applicable  to  contracts  made  and to be  wholly
          performed therein.

     f.   Headings.  The headings  contained  herein are for the sole purpose of
          convenience  of reference and shall not in any way limit or affect the
          meaning or  interpretation  of any of the terms or  provisions of this
          Agreement.

     g.   Waiver,  etc.  The failure of either of the  parties  hereto to at any
          time  enforce any of the  provisions  of this  Agreement  shall not be

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          deemed or  construed to be a waiver of any such  provision,  nor to in
          any way affect the validity of this Agreement or any provision  hereof
          or the right of either of the  parties  hereto to  thereafter  enforce
          each and every provision of this Agreement. No waiver of any breach of
          any of the provisions of this Agreement shall be effective  unless set
          forth in a written  instrument  executed by the party  against whom or
          which enforcement of such waiver is sought;  and no waiver of any such
          breach  shall be  construed  or  deemed to be a waiver of any other or
          subsequent  breach and delivered by the parties  hereto as of the date
          first above written.

IN WITNESS  WHEREOF,  the  undersigned  have set their hands and seals as of the
first above written.



Nesco Industries, Inc.

By: /s/ Ron Kuzon

Name:  Ron Kuzon
Title: Treasurer

Accepted and Agreed

/s/ Matthew Harriton
______________________
Matthew Harriton

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