EXHIBIT 4.1


                                PROMISSORY NOTE



$250,000.00                                               North Ridgeville, Ohio

Maturity: December 30, 2003                   August 25, 2003 (Date of Issuance)



     FOR  VALUE  RECEIVED,  National  Energy  Services  Company,  Inc.  a Nevada
corporation,  doing business at 3153 Fire Road, Suite 2C Egg Harbor Township, NJ
08234 ("Borrower"),  promises to pay to the order of Charter  Management,  34100
Center Ridge Road, N. Ridgeville,  Ohio, 44039, or his designee ("Lender"),  the
sum of Two Hundred Fifty Thousand  Dollars  ($250,000.00)  plus interest,  which
interest shall accrue at a rate of thirteen percent (13%) per annum.  -Principal
and interest  shall be paid at such place as may  thereafter  be  designated  by
written  notice  from the  holder  to the maker  hereof,  on the date and in the
manner following:

     Payment  of  principal  and  interest  shall  be in the  form of a lump sum
payment at maturity.


     Any and all prepayments on this Note shall be made without penalty.

     Borrower  shall be obligated to prepay the  indebtedness  created herein at
any time prior to , the Mature Date in the event Borrower  receives  either debt
or equity financing totaling five hundred thousand ($500,000) or more net of any
costs from either Royal Palm Capital Group,  Inc. or St. James Investment Group,
Inc.

     Each maker and  endorser  severally  waives  demand,  protest and notice of
maturity,  nonpayment or protest and all requirements  necessary to hold each of
them liable as makers and  endorsers.  Each maker and endorser  further  agrees,
jointly and severally,  to pay all costs of  collection,  including a reasonable
attorney's  fee,  in the  event  the  principal  of this Note is not paid at the
maturity  thereof.  All  matters  relating to this Note shall be  construed  and
enforced  according  to the laws of Florida  and any dispute  arising  hereunder
shall be  settled by a court of  competent  jurisdiction  in Palm Beach  County,
Florida.

     GIVEN under the Hand of each party, the day and year first above written.





BORROWER

/s/ John Grillo
------------------------------------
John Grillo, Chairman and President
National Energy Services Company, Inc.


STATE OF OHIO   )
                ) ss.:
COUNTY OF Lorain)

     The foregoing instrument was acknowledged before me this 24th day of August
2003,  by John Grillo,  in his  capacity as Chairman  and  President of National
Energy  Services  Company,  Inc,, a Nevada  corporation,  who has  presented the
following identification:


My commission expires: Aug. 17, 2003            /s/ Nancy Partyka
                                                ---------------------
                                                Notary Public
                                   Print name:  Nancy Partyka




<PAGE>





                                PLEDGE AGREEMENT



     The undersigned,  PLEDGOR,  NATIONAL ENERGY SERVICES COMPANY, INC, a Nevada
corporation ('NES"), and undersigned PLEDGEE Charter Management, an Ohio Limited
Liability Company ("PLEDGEE"), hereby agree as follows:

     I. NES is indebted to PLEDGEE in the amount of  $250,000.00,  plus  accrued
interest as evidenced by a Promissory  Note of even date herewith and NES hereby
pledges  dl of its  interest  in that  certain  escrow  account  located at Cape
Savings  Bank with  account  number  540201889  in the name of  National  Energy
Services Company, Inc., to secure said indebtedness, all with recourse.

     2. NES agrees that in the event the indebtedness is not repaid on or before
December 30, 2003 in accordance  with the terms of the  Promissory  Note of even
date  herewith,  PLEDGEE shall have the right to apply the assets of the account
referenced  in  paragraph  I  above  in  partial  or fill  satisfaction  of such
indebtedness.

     IN TESTIMONY WHEREOF, witness the signatures of the parties hereto.



                                     PLEDGOR



Dated: August 25, 2003               /s/ John Grillo
                                    ------------------------------------
                                   John Grillo, Chairman and President
                                   National Energy Services Company, Inc


                                     PLEDGEE

Dated: August 25, 2003              /s/ John T. O'Neill
                                   -------------------------------------
                                   John T. O'Neill, President
                                   Charter Management, LLC




<PAGE>



This Note,  and the securities  issuable upon the conversion of this Note,  have
not been registered  under the Securities Act of 1933; as amended (the "Act") or
applicable state la\v and may not be sold,  transferred or otherwise disposed of
unless  registered  under the Act and any  applicable  share  act or unless  the
Company  receives an opinion from  counsel for the holder and is satisfied  that
this Note and the underlying  securities may be transferred without registration
under the Act.


                                CONVERTIBLE NOTE


As of August 25, 2003                                     North Ridgeville, Ohio



FOR VALUE RECEWED,  NATIONAL ENERGY SERVICESCOMPANY,  INC., a Nevada corporation
(the "Company"), hereby promises to pay to the order of Charter Management LLC.,
an Ohio, Limited Liability  Company,  or any subsequent holder of this Note (the
"Payee"),  at 34 100 Center Ridge Road, N.  Ridgeville,  Ohio 44039,  or at such
other place as may be designated by the Payee from time to time by notice to the
Company,  the principal sum of Two Hundred Fifty  Thousand  dollars  ($250,000),
together with simple interest from the date hereof (the "Issuance  Date") on the
unpaid  principal  amount at an annual rate equal to Thirteen  percent (13%) per
annum . Such principal and interest  shall be paid in accordance  with the terms
of Section 1 below, to such account as the Payee shall direct.

1. PAYMENTS.

     (a) The unpaid  principal  amount of this Note shall be converted into Rule
I44Restricted  common  stock of the  Company  as  provided  herein  on or before
December 30, 2003 (the 'Maturity Date").


     (b) In the event the unpaid  principal  balance of this Note at the rate of
Thirteen  percent (13%) per annum shall accrue from the date hereof and shall be
payable to the Payee on the  Maturity  Date in shares of the  Restricted  Common
Stock of the Company.

     (c) In the event that any payment of principal  and /or interest  hereunder
becomes due and payable on a Saturday,  Sunday or other day on which  commercial
banks in the State of Ohio are authorized or required by law to close,  then the
maturity  thereof  shall be  extended  to the  next  succeeding  "Business  Day"
(defined as any days on which  national  banks in the United States are open for
business); and during any such extension,  interest on principal amounts payable
shall accrue and be payable at the applicable rate.


2. RANKING OF NOTE.

         This Note shall constitute senior securities of the Company and, except
as provided below, shall rank pari passu with all other indebtedness for money
borrowed by the Company and senior to any other indebtedness for money borrowed
by the Company which, by its terms shall be made expressly subject and
subordinate to this Note.


<PAGE>



3. PREPAYMENTOF NOTE.

     (a) The  Company  shall be  obligated  to prepay the  indebtedness  created
herein at any time prior to the Maturity Date in the event the Company  receives
either debt or equity  financing from either Royal Palm Capital  Group,  Inc. or
St. James Investment Group, Inc.

         (b) The Company shall have the right to prepay the indebtedness created
here & at any time prior to the Maturity Date without penalty. Notice of
prepayment is hereby waived by Payee.


4. CONVERSION.

     The holder of the Note  shall have the  following  conversion  rights  (the
"Conversion Rights"):

     (a) Voluntary  Conversion.  At any time or from time to time  following the
Issuance  Date,  the  holder of this Note may elect to  convert no less than one
hundred  (100%)  percent of the  original  principal  amount of this Note and my
accrued but unpaid interest,  into shares of the Restricted  Common Stock of the
Company at the  Conversion  Price,  by written  notice  given to the  Company in
accordance with the provisions of Section 4(f) hereof (the "Conversion Notice").
Such right of Voluntary  Conversion  shall be effected by the  surrender of this
Note to the Company for  conversion at any time during normal  business hours at
..the office of the Company, accompanied (i) by the Conversion Notice, (ii) if so
required by the Company,  by instruments of transfer,  in a form satisfactory to
the Company,  duly executed by the registered  holder or by his duly  authorized
attorney and (iii) transfer tax stamps or funds therefore,  if required pursuant
to Section 4(f) herein.


     (b) Conversion  Price.  Subject to adjustment from time to time as provided
in Section 4(d) below, the tern '"Conversion  Price" shall mean 5,000,000 shares
of the Company's  restricted Common Stock,  which number of shares shall include
all interest due through and including the Maturity Date.

     (c) Adjustments of Conversion  Price.  The Conversion  Price in effect from
time to time shall be,  subject to adjustment in accordance  with the provisions
of this Section 4(c).

          (i)  Adjustments  for Stock  Splits and  Combinations.  If the Company
     shall at any time or from time to time after the  Issuance  Date,  effect a
     stock split of the outstanding Common Stock, the Conversion Price in effect
     immediately prior to the stock split shall be proportionately decreased. If
     the Company shall at any time or from time to time after the Issuance Date,
     combine the  outstanding  shares of Common Stock,  the Conversion  Price in
     effect  immediately  prior  to the  combination  shall  be  proportionately
     increased. Any adjustments under this Section 4(c)(i) shall be effective at
     the close of business on the date the stock split or combination occurs.

          (ii)  Adjustments  for Certain  Dividends  and  Distributions.  If the
     Company  shall at any time or from time after the  Issuance  Date,  make or
     issue or set a record date for the determination of holders of Common Stock
     entitled to receive a dividend or other  distribution  payable in shares of
     Common  Stock,  then,  and in each event,  the  Conversion  Price in effect
     immediately  prior to such event shall be  decreased as of the time of such
     issuance  or, in the event such a record date shall have been fixed,  as of
     the close of business on such record date, by  multiplying  the  Conversion
     Price then in effect by a fraction;

     (A)  the  numerator  of which shall be the total number of shares of Common
          Stock  issued and  outstanding  immediately  prior to the time of such
          issuance or the close of business  on such  record  date;  and
     (B)  the denominator of which shall be the total number of shares of Common
          Stock  issued and  outstanding  immediately  prior to the time of much
          issuance  or the close of business on such record date plus the number
          of shares of Common  Stock  issuable  in payment of such  dividend  or
          distribution. (iii) Adjustments for Other Dividends and Distributions.
          If the  Company  shall  at any  time or from  time to time  after  the
          Issuance   Date,   make  or  issue  or  set  a  record  date  for  the
          determination  of  holders  of  Common  Stock  entitled  to  receive a
          dividend or other distribution  payable in other than shares of Common
          Stock,  then,  and  in  each  event,  an  appropriate  vision  to  the
          Conversion  Price  shall  be made  and  provision  shall  be made  (by
          adjustments of the Conversion  Price or other wise) so that the holder
          of this Note shall receive upon  conversions  thereof,  in addition to
          the number of shares of Common Stock receivable thereon, the number of
          securities of the Company which they would have received had this Note
          been  converted  into  Common  Stock on the date of such event and had
          thereafter,  during  the  period  from the  date of such  event to and
          including the Conversion Date, retained such  securities(together with
          any  distributions   payable-thereon   during  such  period),   giving
          application  to all  adjustments  called for during such period  under
          this  Section  4(d)(iii)  with respect to the rights of the holders of
          the Note.

          (iv) Adjustments for  Reclassification.  Exchange or Substitution.  If
     the Common Stock issuable upon  conversion of this Note at any time or from
     time to time after the  Issuance  Date shall be changed  into the sane or a
     different  number of shares of any class or  classes  of stock,  whether by
     reclassification, exchange, substitution or otherwise (other than by way of
     a stock split or combination of shares or stock  dividends  provided for in
     Sections   4(c)(i),   (ii)  and  (iii),   or  a   reorganization,   merger,
     consolidation,  or sale of assets provided for in Section  4(c)(v)),  then,
     and in each event, an appropriate revision to the Conversion Price shall by
     made and provisions  shall be made (by adjustments of the Conversion  Price
     of  otherwise)  so that the  holder  of this  Note  shall  have  the  right
     thereafter to convert such Note into the kind and amount of shares of stock
     and  other  securities  receivable  upon such  reclassification,  exchange,
     substitution or other change,  by holders of the number of shares of Common
     Stock into which such Note might have been converted  immediately  prior to
     such reclassification,  exchange, substitution or other change, all subject
     to  further   adjustment   as  provided   herein,   (v)   Adjustments   for
     Reorganization Merger,  Consolidation or Sales of assets. If at any time or
     from  time to time  after  the  Issuance  Date  there  shall  be a  capital
     reorganization  of the  Company  (other  than  by way of a stock  split  or
     combination of shares or stock dividends or  distributions  provided for in
     Section  4(c)(i),  (ii)  and  (iii),  or a  reclassification,  exchange  or
     substitution  of shares provided for in Section  4(c)(iv)),  or a merger or
     consolidation of the Company with or into another corporation,  or the sale
     of all or  substantially  all of the Company's  properties or assets to any
     other person, then as a part of such reorganization, merger, consolidation,
     or sale, an appropriate  revision to the Conversion Price shall be made and
     provision  shall  be made  (by  adjustments  of the  Conversion  Price  .or
     otherwise) so that the holder of this Note shall have the right  thereafter
     to convert  this Note into the kind and amount of shares of stock and other
     securities  or  property  of  the  company  or  any  successor  corporation
     resulting  from such  reorganization,  merger,  consolidation,  or sale, to
     which a holder of Common Stock  deliverable  upon conversion of such shares
     would have .been entitled upon such reorganization,  merger, consolidation,
     or sale.  In any such  case,  appropriate  adjustment  shall be made in the
     application of the  provisions of this Section  4(c)(v) with respect to the
     rights of the  holders  of this  Note  after  the  reorganization,  merger,
     consolidation,  or sale to the end  that  the  provisions  of this  Section
     4(c)(v)  (including any  adjustment in the Conversion  Price then in effect
     and the  number  of shares of stock or other  securities  deliverable  upon
     conversion  of this Note) shall be applied after that event in as nearly an
     equivalent manner as may be practicable.

     (d) No Impediment.  The Company shall not, by amendment of its  Certificate
of   Incorporation   or  through   any   reorganization,   transfer  of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company,  but will at all
times in good faith,  assist in the carrying out of all the  provisions  of this
Section  4 and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate in order to protect the conversion rights of the holders of the Note
set forth in this Section 4 against impairment.

     (e)  Certificate as to  Adjustments.  Upon occurrence of each adjustment or
readjustment  of the  Conversion  Price or number  of  shares  of  Common  Stock
issuable upon  conversion of the Note pursuant to this Section 4, the Company at
its  expense,   shall  promptly  compute  such  adjustment  or  readjustment  in
accordance  with the terms hereof and furnish notice to the holder of this Note,
a certificate setting forth such adjustment and readjustment,  showing in detail
the facts upon which such  adjustment  or  readjustment  is based.  The  Company
shall, upon written request of the holder of this Note, at any time,  furnish or
cause to be  furnished  to such  holder a like  certificate  setting  forth such
adjustments and readjustments,  the applicable Conversion Price in effect at the
time and the number of shares of Common  Stock and the amount,  if any, of other
securities or property  which at the time would be received upon the  conversion
of such Note.  Notwithstanding the foregoing, the Company shall not be obligated
to deliver a certificate  unless such  certificate  would reflect an increase or
decrease of at least one percent (1%) of such adjusted amount.

     (f) Issue  Taxes.  The Company  shall pay my and all issue and other taxes,
excluding federal,  state or local, income taxes, that may be payable in respect
of any issue or delivery of shares of Common  Stock on  conversion  of this Note
pursuant hereto;  provided,  however, that the Company shall not be obligated to
pay any transfer taxes  resulting  from any transfer  requested by any holder in
connection with any such conversion.

     (g) Notices and  Delivery of Shares.  All notices and other  communications
hereunder shall be in writing and shall be deemed given (i) on the same date, if
delivered  personally  or by facsimile by not later than 5:00 p.m.  Florida time
(provided,  that a copy of such facsimile shall be simultaneously sent to Donald
F. Mintmire,  Esq. at (56 1)659-5371,  or (ii) three (3) business days following
being mailed by certified or registered mail,  postage  prepaid,  return-receipt
requested, addressed to the party in accordance with Section 7 hereof. Not later
than  seven (7)  Business  Days  following  receipt of notice of  conversion  as
provided herein (the 'Delivery Date"),  the Company shall deliver to the holders
of  this  Note,  against  delivery  of this  Note  surrendered  for  conversion,
certificates  evidencing all shares of Common Stock into which this Note shd1 be
converted.

     (h) Fractional Shares. No fractional shares of Common Stock shall be issued
upon  conversion  of (v) This  offering is being  conducted  pursuant to Section
4(2)of  the  Securities  Act of 1933,as  amended  (the  "Act"),  and Rule 506 of
Regulation D promulgated  hereunder ("Rule 506") or other applicable  provisions
and  the  shares  issuable  upon  conversion  of this  Note  shall  be Rule  144
Restricted  shares.  the  Note.  In lieu of any  fractional  shares to which the
holder  would  otherwise be  entitled,  the Company  shall pay cash equal to the
product of such fraction  multiplied by the Conversion Price of one share of the
Company's  Common Stock on the applicable  Conversion  Date. (i)  Reservation of
Common Stock. The Company shall at all times reserve and keep available,  out of
its authorized 'but unissued  shares of Common Stock,  solely for the purpose of
effecting the conversion of the Note, the full number of shares deliverable upon
conversion  of all the Note from time to time  outstanding.  The Company  shall,
from time to time in accordance with the Florida Statutes, as amended,  increase
the  authorized  number of shares  of Common  Stock if at any time the  unissued
number of authorized  shares shall not be sufficient to permit the conversion of
all of the Note at the time outstanding.  In such connection,  the Company shall
hold a special meeting of ' stockholders not later than 180 days .after any date
in which the Company shall have insufficient  shares of Common Stock so reserved
for the purpose of authorizing additional shares of Common Stock. (j) Retirement
of Note.  Conversion  of this Note shall be deemed to have been  effected on the
applicable Conversion Date. The converting holder shall be deemed to have become
a stockholder of record of the Common Stock on' the applicable  Conversion Date.
Upon  conversion  of only a portion of this Note,  the  Company  shall issue and
deliver to such holder, at the expense of the Company,  . - , against receipt of
the original Note delivered for partial  cancellation,  a new Note  representing
the-- .-.:,  unconverted portion of this Note so rendered and Common Stock equal
to the portion converted. (k) Regulatory Compliance.  (i)If any shares of Common
Stock  to be  reserved  for the  purpose  of  conversion  of this  Note  require
mandatory  registration or listing with or approval of any government authority,
stock  exchange  or other  regulatory  body  under any  federal  or state law or
regulation  or otherwise  before such shares may be validly  issued or delivered
upon conversion,  the Company shall, at its sole cost and expense, in good faith
and as expeditiously as possible, endeavor to secure such registration,  listing
or approval,  as the case may be. (ii) The shares of Common Stock  issuable upon
the election to convert  shall be Rule 144  Restricted  shares (the  "Restricted
Securities"). (iii) The holder of such shares shall have no registration rights.
(iv) Neither this Note nor the Shares  underlying it have been registered  under
the Securities Act of 1933, as amended (the  "Act").Unless  and until registered
under the Act,  this Note and all  replacement  Notes  shall bear the  following
Legend: This Note, and the securities issuable upon the conversion of this Note,
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act") or  applicable  state law and may not be sold,  transferred  or otherwise
disposed  of unless  registered  under the Act and any  applicable  state act or
unless the Company is satisfied that this Note and the underling  securities may
be transferred without registration under the Act.


5. EVENTS OF DEFAULT.

     The occurrence and  continuance of any one or more of the following  events
is herein referred to as an Event of Default:

     (a) If the Company  shall default in converting  the  applicable  principal
amount of this Note into  Common  Stock and  delivering  stock  certificates  in
respect of such  conversion  within thirty (30) Business Days from the Company's
receipt  of the  applicable  notice of  conversion  pursuant  to the  provisions
hereof, whether on the Maturity Date or otherwise; or

     (b) If the  Company  shall  default in the  payment of any  installment  of
interest on this Note when payable in accordance with the terms thereof for more
than sixty (60)  calendar  days after the same shall become due if the Payee has
not elected to take such interest in Common Stock;  and if the Payee has elected
to take  such  interest  in  Common  Stock,  if the  Company  shall  default  in
delivering  stock  certificates  in respect of such  election  within  six& (60)
Business Days from the Company's receipt of the notice of such election; or

     (c) If the Company shall not, at the time of receipt of a Conversion Notice
hereunder,  have a sufficient  number of authorized  and unissued  shares of its
Common Stock  available for issuance to the holder of this Note upon  conversion
of all or any portion of this Note in accordance with the terms hereof, and such
default shall not have been remedied  within one hundred  eighty (1 80) calendar
days from the date of such Conversion Notice; or

     (d) If the Company shall default in the  performance of or compliance  with
any of its material  covenants or  agreement  contained  herein and such default
shall not have been  remedied  within  thirty (30)  calendar  days after written
notice  thereof  shall have been  delivered to the Company by the holder of this
Note in accordance with the notice provisions herein; or

     (e) If any  representation  or warranty  made in writing by or on behalf of
the Company in connection with the transactions  contemplated hereby shall prove
to have been false or incorrect in any material  respect on the date as of which
made; or

     (f) If the  Company or any of its  "Significant  Subsidiaries"  (as defined
herein) shall make an assignment for the benefit of creditors, or shall admit in
writing  its  inability  to pay its  debts as they  become  due,  or shall  file
voluntary  petition in  bankruptcy  or shall have an order for relief  under the
Bankruptcy Act granted  against it or them, or shall be adjudicated  bankrupt or
insolvent,  or shall  file  any  petition  or  answer  seeking  for  itself  any
reorganization,  managerial composition, readjustment,  liquidation, dissolution
or similar relief under any present or future  statute,  law or  regulation,  or
shall file any answer admitting or not contesting 'the material allegations of a
petition filed against the Company or any of its Significant Subsidiaries in any
such proceeding,  or shall seek or consent to or acquiescence the appointment of
any trustee,  custodian,  receiver or liquidator of the Company or of all or any
substantial  part of the  properties  of the  Company or any of its  Significant
Subsidiaries,.  or the Company or its directors shall take any action looking to
the  dissolution  or  liquidation  of the  Company  OT  any  of its  Significant
Subsidiaries. For purposes of this Section 5(f), the term Significant Subsidiary
shall mean and include any other person,  firm or corporation  (i) more than 50%
of the  common  stock or  equity  interests  of which are owned of record by the
company or any  Subsidiary of the Company,  and (ii) the net income before taxes
or total assets of which represent more than 15%of the  consolidated  net income
before taxes or consolidated  assets of the Company and all of its Subsidiaries;
or

     (g) If, within sixty (60) days after the comment of any proceeding  against
the  Company  or  any  Significant   Subsidiary   seeking  any   reorganization,
arrangement,  composition,  readjustment ,  liquidation,  dissolution or similar
relief under any present or future statute,  law or regulation,  such proceeding
shall  not have  been  dismissed,  or if,  within  sixty  (60)  days  after  the
appointment,  without  the  consent  or  acquiescence  of  the  Company  OT  any
Significant Subsidiary, of any trustee, receiver or liquidator of the Company or
a Significant  Subsidiary or of all or any substantial part of the properties of
the Company or any Significant Subsidiary,  such appointment shall not have been
vacated,


6. REMEDIES ON DEFAULT; ACCELERATION.

     Upon the occurrence and during the cantinuance of an Event of Default,  the
entire  unpaid . balance of principal  and accrued  interest on this Note may be
accelerated and declared to be immediately due and payable by the holder in Rule
144Restricted Shares of the Company's Common Stock. Unless waived by the written
consent of the holder, such holder may proceed to protect and enforce its rights
by an action at law, suit in equity or other appropriate proceeding, whether for
the specific performance of any agreement contained herein, or for an injunction
against a violation of any of the terns hereof, or in aid of the exercise of any
power granted hereby or by law, Upon the occurrence of an Event of Default,  the
Company agrees to pay to the holder of this Note such further amount as shall be
sufficient  to cover the cost and  expense  of  collection,  including,  without
limitation, reasonable attorneys' fees and expenses. No course of dealing and no
delay on the part of the holder of this Note in exercising  any right,  power or
remedy shall operate as a waiver  thereof or otherwise  prejudice  such holder's
rights, powers and remedies. No right, power or remedy conferred hereby upon the
holder hereof shall be exclusive of any other right, power or remedy referred to
herein  nor now or  hereafter  available  at  law,  in  equity,  by  statute  or
otherwise.


7. NOTICES.

     All notices,  requests,  demands or other communications hereunder shall be
in writing and  personally  addressed or sent by  telecopier or by registered ox
certified  mail,  return  receipt  requested,  postage  pre-paid,  addressed  or
telecopied  as follows or to such other  address or  telecopier  number of which
notice has been given pursuant hereto:

If to the Company:

                National Energy Services Company, Inc.

                3153 Fire Road, Suite 2C
                Egg Harbor Township, NJ 08234
                Phone: (800) 758-9288
                Fax: (609) 383-2736

with copy (which shall not constitute notice) to:

                Mintmire & Associates

                265 Sunrise Avenue, Suite 204
                Palm Beach, FL 33480
                Attn: Donald F. Mintmire, Esq.
                Telephone: (561) 832-5696
                Fax: (561) 659-5371

     If to the Holder: to such Holder at the address set forth on the records of
the Company. In addition, copies of all such notices or 0th communications shall
be  concurrently  delivered by the person giving the same to each person who has
been  identified  to the  Company  by such  Holder as a person who is to receive
copies of such notices.

8. GOVERNING LAW.

     This Note shall be governed by, and construed and interpreted in accordance
with,  the laws of the State of Ohio,  without  giving effect to conflict of law
principles.


9. PERMITTED PAYMENTS.

     Provided  that no  default or event of default  (or event  which,  with the
passage  of time or giving of notice  or both)  has  occurred,  will  occur as a
result of the  "Permitted  Payment"  (herein  defined),  or will  occur with the
passage of time or giving of notice or both,  the Company may pay for the Payee,
and the Payee shall accept from the Company,  the principal  payments of, and/or
interest payments on, the outstanding  principal amount of this Note when due on
an unaccelerated basis (herein,  "Permitted Payments");  it being understood and
agreed by the Payee by accepting this Note that neither:

     (a) the payment terms set forth in Section 1of this Note;

     (b) the  provisions  of this  Section 9 of this Note,  may be  modified  or
amended  without the prior  written  consent of each and every  holder of Senior
Debt.


10. SUCCESSORS AND ASSIGNS.

     This Note shall be binding upon and inure to the benefit of the Company and
the  holder  hereof  and by any of their  respective  successors  and  permitted
assigns; provided, however, that the Company may not a transfer or assign any of
its rights or  obligations  hereunder  without the prior written  consent of the
holder hereof; and provided further &, that transfer or assignment by the holder
is in accordance with the rules governing Restricted Securities,

     IN WITNESS WHEREOF,  the Company has caused this Note to be executed by its
duly authorized officers as of the date first set forth above.


/s/ John Grillo
------------------------------------
John Grillo, Chairman and President
National Energy Services Company, Inc.


STATE OF OHIO   )
                ) ss.:
COUNTY OF Lorain)

     The foregoing instrument was acknowledged before me this 24th day of August
2003,  by John Grillo,  in his  capacity as Chairman  and  President of National
Energy  Services  Company,  Inc,, a Nevada  corporation,  who has  presented the
following identification:


My commission expires: Aug. 17, 2003            /s/ Nancy Partyka
                                                ---------------------
                                                Notary Public
                                   Print name:  Nancy Partyka