ACCOUNT TRANSFER AND PURCHASE AGREEMENT


This Account  Transfer  Agreement  (this  "Agreement") is dated this 22nd day of
September,  1997,  and is between KBK  Financial,  Inc., a Delaware  corporation
authorized  to do  business in Texas and doing  business  as HER/KBK  Acceptance
Corporation ("KBK"), H.E.R.C. PRODUCTS INCORPORATED, a Delaware corporation, and
H.E.R.C.  CONSUMER PRODUCTS, INC., an Arizona corporation (collectively referred
to herein as "Seller").  This Agreement shall become  effective as of the day it
is accepted in the State of Texas by KBK as  indicated  at the end hereof by the
date and signature on behalf of KBK.

         WHEREAS,  KBK is in the  business  of  purchasing  accounts  receivable
         ("accounts"); and

         WHEREAS,  Seller  desires,  from time to time  during  the term of this
         Agreement, to sell accounts to KBK; and

         WHEREAS,  the parties  hereto  desire to enter into this  Agreement  to
         govern the purchase and sale of accounts;

         NOW THEREFORE,  in consideration of the premises, the mutual agreements
         herein  contained  and for other good and valuable  consideration,  the
         receipt and sufficiency of which are hereby  acknowledged,  the parties
         agree as follows:

1.       Offer of Accounts. At its election from time to time during the term of
         this  Agreement,  Seller agrees to offer for sale to KBK certain of its
         accounts  arising  out of sales of  goods,  or  services  rendered,  by
         Seller,  and to sell to KBK on the terms  set  forth in this  Agreement
         such of the  offered  accounts  as KBK may accept for  purchase  in the
         State  of  Texas.  KBK  shall  have  the  absolute  right  in its  sole
         discretion  to reject any or all offered  accounts,  whether or not KBK
         has  previously  purchased  accounts of any  particular  account debtor
         hereunder.  The parties  agree that,  without the prior consent of KBK,
         the maximum  Gross Amount (as defined  below) of accounts  that KBK may
         purchase  hereunder  at any time,  together  with the  Gross  Amount of
         accounts  previously  purchased by KBK from Seller hereunder which then
         remain  outstanding,  will not exceed Six Hundred  Thousand  and No/100
         Dollars  ($600,000.00)  (the  "Facility  Amount").   KBK's  consent  to
         purchase  accounts in excess of such amount may be  evidenced  by KBK's
         acceptance for purchase of such offered accounts.

2.       Purchase and Sale of Accounts.  Each account  purchase by KBK hereunder
         shall be purchased by KBK without recourse  against Seller.  All losses
         incurred by KBK from the financial  inability of the applicable account
         debtor to pay such account over and above any and all Residual Payments
         (as hereinafter  defined) and Reserve (as hereinafter  defined) amounts
         offset shall be borne solely by KBK; provided, however, that nothing in
         this Agreement  shall be construed to relieve Seller from liability for
         any breach by Seller of any representation,  warranty,  or agreement of
         Seller  contained  herein.   Notwithstanding   any  provision  in  this
         Agreement to the contrary,  it is  contemplated by and the intention of
         the  parties  hereto  that  accounts  of Seller may be  considered  and
         purchased as one account (herein a "batch") and the terms "account" and
         "accounts"  as used  herein  may also  refer to and mean a  "batch"  or
         "batches," as the case may be.

         In  connection  with each offer of  accounts to KBK,  Seller  agrees to
         deliver to KBK a written  assignment of such accounts,  together with a
         copy  of all  invoices  relating  to such  accounts,  and  evidence  of
         delivery of the related goods or  performance  of the related  services
         (and, if requested,  the original  purchase  orders from the applicable
         customers),  all in a form reasonably satisfactory to KBK. In order for
         an account to be eligible for purchase by KBK, the related invoice must
         set forth,  as the sole address for payment,  the following post office
         box:  P.O.  Box  52849,   Phoenix,   Arizona  85072-2849   ("Authorized
         Remittance Address") (or, upon notice from KBK, another post office box
         of KBK) and, in the case of payments to be effected by wire transfer or
         other electronic means, the related invoice must set forth, as the sole
         bank account for such payment,  a bank account of KBK (or a third party
         designated by KBK)  designated by KBK from time to time (except in each
         case as  otherwise  agreed in writing  by KBK).  KBK's  acceptance  for
         purchase of offered  accounts shall be evidenced by KBK's  tendering of
         the Initial  Payment (as  hereinafter  defined) to Seller or  otherwise
         delivering  to Seller a schedule of accounts  accepted  for purchase by
         KBK.  Seller's  transference of offered accounts shall not be effective
         as to any accounts not accepted for purchase by KBK.

         Seller hereby sells,  transfers,  assigns and otherwise  conveys to KBK
         (as a sale by Seller and a purchase by KBK, and not as security for any
         indebtedness or other obligation of Seller to KBK) all right, title and
         interest of Seller in and to all accounts  accepted by KBK for purchase
         hereunder,  together with all related rights (but not  obligations)  of
         Seller with respect thereto, including all contract rights, guarantees,
         letters  of  credit,  liens in favor of  Seller,  insurance  and  other
         agreements  and  arrangements  of whatever  character from time to time
         supporting or securing  payment of such  accounts and all right,  title
         and interest of Seller in any related goods,  including Seller's rights
         and  remedies  under  Article  2,  Part  7 of  the  applicable  Uniform
         Commercial Code ("UCC"). The foregoing sale,  transfer,  assignment and
         conveyance  does not  constitute  and is not  intended  to result in an
         assumption  by KBK of any  obligation  of Seller or any other person in
         connection  with the accounts or related  rights or under any agreement
         or instrument  relating  thereto.  Seller agrees to execute and deliver
         such  bills  of  sale,  assignments,  letters  of  credit,  notices  of
         assignment,  financing statements (including  continuation  statements)
         under the applicable UCC and other documents, and make such entries and
         markings in its books and records,  and to take all such other  actions
         (including  the  negotiation,  assignment  or  transfer  of  negotiable
         documents,  letters of credit or other  instruments) as KBK may request
         to further  evidence or protect the sales and  assignments  of accounts
         and related rights to KBK  hereunder,  as well as KBK's interest in any
         returned goods referred to in Section 7 hereof.

3.       Terms of Accounts.  Except as otherwise  may be agreed to in writing by
         KBK from  time to time,  the  terms of sale  offered  by  Seller to its
         account  debtors  with  respect  to all  accounts  offered  to KBK  for
         purchase  hereunder  shall be NET 30 DAYS.  After an  account  has been
         purchased by KBK,  Seller shall not have the right to vary the terms of
         sale set forth in the invoice  relating to such  account,  or any other
         aspect of the account, except in Seller's capacity as agent for KBK for
         purposes of  collection  of accounts  purchased  by KBK as set forth in
         Section 8 hereof, and then only with the prior written consent of KBK.

4.       Purchase Price. The purchase price for each account purchased hereunder
         shall  consist of and be paid by the Initial  Payment and the  Residual
         Payment.  The Initial  Payment shall be payable by KBK to Seller on the
         business day that KBK accepts for purchase the related account, and the
         Residual Payment shall be payable by KBK to Seller within five business
         days after KBK receives and deposits the proceeds of collection for the
         subject  account in an amount  equal to the Net Amount (as  hereinafter
         defined) of such account (subject to KBK's right to withhold payment of
         Residual  Payments  hereunder,  and subject to KBK's right to withhold,
         offset, and charge each as described below).


         "Initial  Payment" means Eighty percent (80%) of the Gross Amount of an
         account. "Gross Amount" of an
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         account  means the gross face  Amount  payable  pursuant to the related
         invoice.  "Net  Amount"  of an account  means the Gross  Amount of such
         account,  less all  discounts,  deductions  and  allowances.  "Residual
         Payment"  with  respect  to  an  account  means  the  aggregate  amount
         collected with respect to such account, less the sum of (i) the Initial
         Payment  with  respect  to such  account,  (ii) the KBK  Discounts  (as
         hereinafter defined), (iii) any and all attorneys' fees and other costs
         of collection.

5.       Fixed and Variable Discounts.  "Fixed Discount" means a discount of One
         percent (1.0%) of the Gross Amount of such account. "Variable Discount"
         means a discount  computed on the Initial  Payment and  accruing on the
         basis of actual days elapsed from the date of Initial Payment until and
         including  five  business  days after KBK  receives  and  deposits  the
         proceeds  of  collection  of such  account at a per annum rate equal to
         KBK's  Base  Rate (as  hereinafter  defined)  in  effect on the date of
         purchase of such  account plus Two percent  (2.0%) per annum;  provided
         however,  in no event shall the Variable  Discount  with respect to any
         account  purchased  hereunder  be less than  seven  percent  (7.0%) per
         annum.  "Base Rate" means that per annum variable rate  (expressed as a
         per annum percentage based on a year consisting of 360 days) determined
         from time to time by KBK  without  notice to Seller as KBK's  Base Rate
         for purposes of  calculating  variable  discounts  under KBK's  account
         transfer agreements. The Fixed Discount and the Variable Discount shall
         be  collectively  referred  to herein as the "KBK  Discounts."  The KBK
         Discounts may be subject to one or more adjustments  during the term of
         this  Agreement if a  Performance  Based  Pricing  Addendum is attached
         hereto.  If a Performance Based Pricing Addendum is attached hereto, it
         is then made a part hereof as though fully written herein.

6.       Reserve.  In the  event  that KBK  believes  Seller  has  breached  any
         material  representation,  warranty,  covenant or  agreement  contained
         herein  (including,   without  limitation,  in  the  event  an  account
         purchased by KBK becomes a Disputed  Account as  hereinafter  defined),
         any  account  is not  paid in full  within  90 days  from  the  date of
         purchase of such account, or KBK deems itself insecure  hereunder,  KBK
         may at  its  election,  withhold  and  accumulate  the  payment  of the
         Residual  Payments  ("Reserve")  with  respect  to any or all  accounts
         purchased hereunder to the extent necessary to maintain a Reserve in an
         amount up to the sum of (a) the total Initial Payments made by KBK with
         respect  to  accounts   purchased   by  KBK   hereunder   which  remain
         uncollected,  plus (b) the total of the KBK  Discounts  with respect to
         such accounts and (c) such other amounts which may become due by Seller
         to KBK hereunder or under any other agreement. Seller hereby authorizes
         KBK to offset and charge any and all  amounts  for which  Seller or the
         Reserve may be  obligated  to pay to KBK  pursuant to the terms of this
         Agreement against the Reserve, and at KBK's election, against any funds
         of Seller in the  possession or control of KBK,  from whatever  source.
         However,  if, on any business day that KBK regularly makes a payment to
         Seller for accounts purchased,  none of the foregoing conditions exists
         and no other breach of this Agreement by Seller exists,  then KBK shall
         distribute  to Seller the Residual  Payments  then due and all funds it
         then has on hand that it has  collected  from accounts that KBK has not
         then purchased.

7.       Certain Security. For the purpose of securing KBK (a) in the payment of
         any and all sums of money that may become due and owing KBK from Seller
         by reason of this  Agreement,  and (b) in the  performance by Seller of
         Seller's obligations hereunder,  Seller hereby grants to KBK a security
         interest in (i) all of Seller's present and future inventory, accounts,
         account and contract rights, contracts, drafts, acceptances, documents,
         instruments,  chattel paper, deposit accounts,  general intangibles and
         all  products  and  proceeds  therefrom,   including  all  returned  or
         repossessed  goods, as well as all books and records  pertaining to all
         of the foregoing, (ii) all amounts due as Residual Payments or withheld
         by KBK as the Reserve  pursuant to Section 6 hereof and (iii) all money
         and other funds of Seller now or hereafter in the possession,  custody,
         or control of KBK, from whatever  source.  Seller agrees to execute and
         deliver such  financing  statements  under the applicable UCC and other
         documents,  and make such entries and markings in its books and records
         and to take all such  other  actions,  as KBK may  request  to  further
         evidence, perfect, preserve or protect the security interest granted to
         KBK hereunder. KBK shall have all rights and remedies in respect of the
         lien and security  interest herein granted to KBK hereunder.  KBK shall
         have all  rights  and  remedies  in  respect  of the lien and  security
         interest herein granted as are provided in this Agreement,  the UCC and
         other applicable law,  including the right at any time, before or after
         any default by Seller of any of its  obligations  hereunder,  to notify
         account  debtors and obligors on instruments to make payment to KBK (or
         its designee) and to take control of proceeds to which KBK is entitled,
         and to apply proceeds to (in addition to other obligations of Seller to
         KBK) the reasonable  attorneys' fees and legal expenses incurred by KBK
         in connection with the disposing of collateral or the other exercise of
         rights and remedies by KBK.

                  In the event a security  interest has heretofore  been granted
         and given to KBK by Seller in a prior  agreement(s)  or  document(s) to
         secure certain  obligations,  then, in such event, and  notwithstanding
         anything  in this  Agreement  to the  contrary,  including  Section  23
         hereof,  the lien and security interest herein granted and given to KBK
         is in renewal and  extension,  and not in  extinguishment  of, all such
         prior liens and security  interests and are valid and subsisting  liens
         and  security  interests  to  secure  all  prior,   existing,  and  new
         obligations  of  Seller  to KBK  hereunder  and  under  any such  prior
         agreements, which obligations are likewise herein renewed and extended,
         in any manner,  including any action  required in connection with or by
         virtue of the United States Bankruptcy Code (the "Bankruptcy Code").

8.       Servicing.  KBK  hereby  appoints  Seller  as  servicing  agent for KBK
         ("Servicer")  for the  purpose of  expediting  the  payment of accounts
         purchased by KBK hereunder  which become past due.  Servicer  agrees to
         maintain an active,  on-going  and regular  dialogue  with each Account
         Debtor.  Servicer further agrees to utilize all powers,  influences and
         rights and take every action within its control in accordance  with its
         customary  practices and  applicable  law to expedite the collection of
         the  accounts  purchased  by KBK which  become past due and direct such
         payments in specie  exclusively to the Authorized  Remittance  Address.
         Seller  will  furnish  to  KBK,  upon  request,  any  and  all  papers,
         documents, and records in its possession or control related to accounts
         purchased   by  KBK   hereunder,   or  related  to  Seller's   business
         relationship  with  the  respective  account  debtors,  and  agrees  to
         cooperate  fully  with KBK in all  matters  related  to  collection  of
         accounts  purchased  by  KBK  hereunder.  KBK  reserves  the  right  to
         terminate such servicing relationship at any time with or without cause
         and without notice to Servicer.

         Seller authorizes KBK to forward directly to account debtors statements
         or invoices  on accounts  purchased  by KBK  hereunder,  and to request
         payment at such address or to such bank account as may be designated by
         KBK.  Seller  agrees  that,  if any  payment  is made to  Seller on any
         account  purchased by KBK from Seller  hereunder,  Seller (i) will hold
         such  payment in trust for KBK,  (ii) will not  commingle  such payment
         with any funds of Seller,  and (iii) will  deliver such payment to KBK,
         in the  exact  form  received,  by the  close of  business  on the next
         business day following receipt thereof by Seller. If any goods relating
         to an  account  purchased  by KBK  hereunder  shall be  returned  to or
         repossessed  by Seller,  Seller shall give prompt notice thereof to KBK
         and shall  hold such  goods in trust for KBK,  separate  and apart from
         Seller's own property,  and such goods shall be owned solely by KBK and
         be subject to KBK's direction and control.  Seller shall properly store
         and protect  such goods and agrees to  cooperate  fully with KBK in any
         subsequent disposition thereof for the benefit of KBK.
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         Seller authorizes to collect, sue for and give releases for in the name
         of Seller or KBK in KBK's sole discretion,  all amounts due on accounts
         sold to KBK hereunder.  Seller specifically  authorizes KBK to endorse,
         in the name of Seller, all checks,  drafts,  trade acceptances or other
         forms of payment  tendered  by account  debtors in payment of  accounts
         sold to KBK  hereunder  and made  payable to Seller.  KBK shall have no
         liability to Seller for any mistake in the  application  of any payment
         received with respect to any account,  IT BEING THE SPECIFIC  INTENT OF
         THE PARTIES  HERETO THAT KBK SHALL HAVE NO LIABILITY  HEREUNDER FOR ITS
         OWN  NEGLIGENCE   except  for  its  own  gross  negligence  or  willful
         misconduct.  Seller  hereby waves notice of  nonpayment  of any account
         sold to KBK  hereunder,  as well as any  and  all  other  notices  with
         respect to such accounts,  demands or  presentations  for payment,  and
         agrees  that KBK may extend or renew from time to time the  payment of,
         or vary or reduce the amount  payable  under or  compromise  any of the
         terms of, any account  purchased by KBK, in each case without notice to
         or the  consent  of  Seller.  Seller  further  authorizes  KBK  (or its
         designee)  to open and remove the  contents  of any post  office box of
         Seller  of KBK (or its  designee)  which  KBK  believes  contains  mail
         relating to accounts,  and in  connection  therewith or  otherwise,  to
         receive,  open and  dispose  of mail  addressed  to  Seller  which  KBK
         believes may relate to accounts, and in order to further assure receipt
         by KBK (or its designee) of mail relating to such  accounts,  to notify
         other parties including  customers and postal authorities to change the
         address for  delivery of such mail  addressed to Seller to such address
         as KBK may designate. KBK agrees to use reasonable measures to preserve
         the  contents  of any such  mail  which  does not  relate  to  accounts
         purchased  hereunder and to deliver same to Seller (or, at the election
         of  KBK,  to  notify  Seller  of the  address  where  Seller  may  take
         possession  of  such  contents;  provided,  if  Seller  does  not  take
         possession  o f such  contents  within 30 days after notice from KBK to
         take possession  thereof,  KBK may dispose of such contents without any
         liability to Seller).  Seller hereby irrevocably  appoints KBK (and any
         employee,  agent or other person designated by KBK, any of whom may act
         without  joinder  of the  others)  as  Seller's  attorneys-in-fact  and
         agents, in Seller's name, place and stead, to take all actions, execute
         and  deliver  all  notices,   negotiate  such   instruments  and  other
         documents,  as may be  necessary  or  advisable  to permit  KBK (or its
         designee)  to  take  any  and  all of the  actions  described  in  this
         paragraph or to carry out the purpose and intent thereof,  as fully and
         for all intents  and  purposes  as Seller  could  itself do, and hereby
         ratifies and confirms  all that said  attorneys-in-fact  and agents may
         door  cause to be done by virtue  hereof.  This  power of  attorney  is
         irrevocable and deemed coupled with an interest.

         9.  Representations and Warranties of Seller.  Seller hereby represents
         and warrants to KBK with  respect to each account  offered by Seller to
         KBK hereunder that (i) Seller is the sole owner of such account,  which
         account is free and clear of any liens  (other than the lien granted by
         Seller to InterEquity  Capital  Partners,  L.P. which is subordinate to
         KBK's lien), claims, or encumbrances whatsoever, and upon each purchase
         by KBK of such account, KBK will own such account free and clear of any
         liens,  claims,  or  encumbrances   whatsoever  and  the  consideration
         received by Seller  from KBK,  for such  account is fair and  adequate,
         (ii) Seller is the sole obligee under such account,  and has full power
         and is duly  authorized to sell,  assign,  and transfer such account to
         KBK hereunder, and the date of sale of such account is not more than 30
         days after the date of the original  invoice  relating to such account,
         (iii) Seller has no knowledge of any fact which would lead it to expect
         that, at the date of sale of such account to KBK, such account will not
         be paid in the full stated  amount when due,  (iv) such account  arises
         out of a bona fide sale of conforming  goods or the bona fide rendition
         of services by Seller,  and all underlying goods have been delivered to
         the account  debtor,  or all underlying  services have been rendered by
         Seller, in complete fulfillment of all of the terms and conditions of a
         fully  executed,  delivered,  and  unexpired  contract with the account
         debtor,  and the account  debtor has  accepted the goods or services to
         which the account relates,  (v) such account is denominated and payable
         only in United  Sates  dollars  and  constitutes  the legal,  valid and
         binding  payment  obligation  of the  account  debtor,  enforceable  in
         accordance with its terms (except as such enforceability may be limited
         by applicable bankruptcy,  insolvency,  reorganization,  moratorium, or
         other similar laws  affecting  the  enforcement  of  creditors'  rights
         generally),  (vi) such  account is  current  and not past due as of the
         date of purchase by KBK,  (vii) such account has not been paid by or on
         behalf of the account  debtor in whole or in part,  and is not and will
         not be subject to any dispute, decision, set-off,  recoupment,  defense
         or claim by the account  debtor,  whether  relating to price,  quality,
         quantity,  workmanship,  delay in delivery,  set off,  counterclaim  or
         otherwise,  and the  account  debtor  has not and  will not  claim  any
         defense of any kind or character  (other than  bankruptcy or insolvency
         arising  after  the  date of sale of  such  account  to KBK  hereunder)
         against payment of such account,  and (viii) as of the date of purchase
         by KBK of such account, the account debtor with respect to such account
         is located  (within the meaning of Section 9-103 of the applicable UCC)
         and has its  principal  executive  offices  within the  United  States.
         Seller  further  represents and warrants to KBK that (a) the execution,
         delivery  and  performance  of this  Agreement by Seller have been duly
         authorized and this Agreement  constitutes the legal, valid and binding
         obligation of Seller, enforceable against Seller in accordance with its
         terms  (except as such  enforceability  may be  limited  by  applicable
         bankruptcy,  insolvency,  reorganization,  moratorium  or other similar
         laws affecting the  enforcement of creditors'  rights  generally),  (b)
         Seller  is not a  debtor  in  any  bankruptcy  proceedings,  insolvent,
         undergoing composition or adjustment of debts or unable to make payment
         of its  obligations  when due and no  petition in  bankruptcy  has been
         filed by or against  Seller,  nor has Seller or any Affiliate filed any
         petition  seeking an  adjustment  of its debts or for any other  relief
         under the  Bankruptcy  Code, and no  application  for  appointment of a
         receiver or trustee for all or a  substantial  part of the  property of
         Seller is pending,  nor has Seller made any  assignment for the benefit
         of creditors, (c) Seller is not in default of any debt or obligation to
         KBK, any other  lender or other  creditor,  and (d) Seller's  principal
         place of business,  chief  executive  office,  the  location  where all
         records  concerning its books of account and contract  rights are kept,
         and  (except  any  additional  locations  listed on Schedule A attached
         hereto)  the sole  location  of any  property  subject to the  security
         interest  granted  herein is its "Address for Notices" set forth on the
         signature page hereon.  Seller agrees not to change the location of its
         principal  place of business or chief  executive  office,  the location
         where its records  concerning  its books of account or contract  rights
         are kept,  or the  location  of any  property  subject to the  security
         interest  granted  herein,  without  giving  at least  15 days  advance
         written  notice  thereof to KBK  pursuant to Section 20 herein.  Seller
         does  business  under no trade or assumed names except as may be listed
         on Schedule A attached hereto.

         Each  representation and warranty of Seller contained in this Agreement
         shall be deemed to be made at and as of the date  hereof  and at and as
         of the date of each sale of accounts to KBK hereunder.

         Seller  agrees  to  indemnify  and hold  all  Indemnified  Persons  (as
         hereinafter  defined)  harmless  against  any  breach  by Seller of any
         representation,  warranty,  or  agreement  of Seller  contained in this
         Agreement,  and  against  any  claims  or  damages  arising  out of the
         manufacture,  sale,  possession  or use of, or  otherwise  relating to,
         goods, or the  performance of services,  associated with or relating to
         accounts  or  related  rights  purchased  (or with  respect  to which a
         security interest is granted) hereunder. The term "Indemnified Persons"
         shall mean KBK and its officers,  directors,  shareholders,  employees,
         attorneys, representatives, agents, Affiliates, successors and assigns.

         Seller agrees to notify KBK  immediately of any breach by Seller of any
         representation,  warranty or  agreement of Seller  contained  herein or
         should any  representation,  warranty or agreement  made herein  become
         untrue  or false at any time.  Seller  further  agrees  to  notify  KBK
         immediately  of the  assertion by any account  debtor of any dispute or
         other claim  (including  any defense or offset  asserted by any account
         debtor) with respect to any
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         account sold to KBK hereunder,  or with respect to any related goods or
         services ("Disputed  Accounts").  Upon KBK's request,  Seller agrees to
         settle,  at its own  expense  and  for the  benefit  of KBK,  all  such
         Disputed Accounts; provided that any such settlement shall be made only
         with the prior written consent of KBK. Unless KBK is advised in writing
         by Seller to the  contrary,  any account that has not been  approved by
         the account debtor within  seventy-five  (75) days from the date of the
         invoice  upon  which  the  account  is  based,  shall be deemed to be a
         Disputed Account. As to any Disputed Account, KBK shall have the right,
         in  its  sole  discretion,  (i) to  settle  at the  expense  of  Seller
         (including all attorneys' fees and expenses of KBK) and for the benefit
         of KBK any such dispute or claim upon such terms as KBK may in its sole
         discretion  deem  advisable  of (ii) to assign the  related  account to
         Seller,  without  recourse to KBK,  and charge any unpaid  balance with
         respect  thereto (up to the amount of the Initial  Payment with respect
         thereto  and  KBK's  Discounts  through  the date of such  charge  with
         respect thereto) against the Reserve or deduct such unpaid balance from
         any  Initial  Payments or against any money or other funds of Seller in
         the possession, custody or control of KBK, from whatever source. Seller
         agrees that,  in lieu of KBK charging any such unpaid  balance  against
         the Reserve,  Initial  Payments or against  such other  funds,  KBK may
         require  Seller  to pay (and  Seller  hereby  agrees  to pay) to KBK on
         demand any such unpaid  balance.  An account  with respect to which the
         account  debtor  has  asserted  an  Insolvency  Claim is not a Disputed
         Account. As used herein,  "Insolvency Claim" means any defense or other
         claim by an account  debtor  with  respect  to an  account  sold to KBK
         hereunder  arising  solely out of the  bankruptcy  or insolvency of the
         account debtor or the financial inability of the account debtor to pay,
         if Seller has not breached its representation  contained in clause (vi)
         of the first paragraph of this Section. Notwithstanding anything herein
         to the  contrary,  KBK shall have the right to charge all  accounts not
         paid because of an Insolvency Claim against the Reserve and such charge
         shall have priority over ad be paid before any Disputed Account charge.

         Seller  agrees to maintain the  additional  covenants  set forth in the
         Addendum attached hereto.

10.      Financial Statements. Seller represents and warrants that all financial
         and other  information  provided by Seller to KBK in connection with or
         in  Seller's  application  to KBK or to induce  KBK to enter  into this
         Agreement  is true,  complete  and  correct in all  material  respects.
         Seller  agrees to  furnish to KBK (i) within 90 days after the last day
         of each fiscal year of Seller, a consolidated statement of income and a
         consolidated  statement  of cash flows of Seller for such fiscal  year,
         and a consolidated balance sheet of Seller as of the last KBK, together
         with a copy of any  report to  management  delivered  to Seller by such
         accountants in connection therewith,  and (ii) within 45 days after the
         last day of each fiscal  quarter of Seller,  an unaudited  consolidated
         statement  of income  and  statement  of cash  flows of Seller for such
         fiscal quarter,  and an unaudited  consolidated balance sheet of Seller
         as of the last  day of such  fiscal  quarter.  Seller,  represents  and
         warrants that each such statement of income and statement of cash flows
         will  fairly  present,  in  all  material  respects,   the  results  of
         operations  and cash flows of Seller for the period set forth  therein,
         and that each such balance sheet will fairly  present,  in all material
         respects,  the  financial  condition of Seller as of the date set forth
         therein,   all  in  accordance  with  generally   accepted   accounting
         principles applied on a consistent basis,  except as otherwise noted in
         the  accompanying  auditors'  report  (or,  with  respect to  unaudited
         financial  statements,  in the notes  thereto).  Seller  also agrees to
         furnish to KBK, upon request,  such  additional  financial and business
         information  concerning  Seller and its business as KBK may  reasonably
         request,  including  copies  of its Form  941  returns  filed  with the
         Internal  Revenue Service and evidence of payment of related taxes. KBK
         and its agents,  representatives  and accountants shall have the right,
         at all times during normal  business  hours and without prior notice to
         Seller,  to conduct an audit or other  examination of the financial and
         business  records of Seller and to examine and make copies of all books
         and  records  of  Seller  for the  purpose  of  assuring  or  verifying
         compliance  by Seller  with the  terms of this  Agreement,  and  Seller
         agrees to cooperate fully with KBK and its agents, representatives, and
         accountants  in  connection  therewith  and to  timely  pay  all  costs
         associated  with such  audits at a rate equal to $650.00  per day,  per
         person, plus out-of-pocket expenses.  Seller agrees to properly reflect
         the effect of this  Agreement,  and all sales related  thereto,  in all
         financial  reports and disclosures,  written or otherwise,  provided to
         Seller's creditors and other interested  parties.  Seller  specifically
         agrees  that  all  accounts  purchased  by KBK  will be  excluded  from
         Seller's   reported   accounts   receivable   balances.   Seller   also
         specifically  agrees to immediately  notify KBK of any material adverse
         change in Seller's financial condition or business.

11.      Taxes.  All taxes and  governmental  charges of any kind  imposed  with
         respect to the sale of goods or the  rendering of services  relating to
         accounts  purchased by KBK  hereunder  shall be for the account of, and
         paid by, Seller.

12.      Fees.  Seller  hereby  agrees  to pay  KBK on the  execution  hereof  a
         one-time  origination fee (the  "Origination  Fee") of Six Thousand and
         no/100 dollars  ($6,000.00).  Seller and KBK acknowledge and agree that
         the Origination  Fee is intended as reasonable  compensation to KBK for
         making this facility  available  under the terms of this  Agreement and
         for no other purpose.

         Seller  hereby  agrees  to pay to KBK a  termination  fee  equal to Two
         percent (2.0%) of the Facility Amount (the  "Termination  Fee") and the
         payment  shall be an  obligation  of  Seller  secured  under  Section 7
         hereof.  This  Termination  Fee is  payable  upon  termination  of this
         Agreement  by Seller for any reason or upon  termination  by KBK at its
         election for the reasons set forth in the second sentence of Section 13
         below. However, if this Agreement is so terminated after the expiration
         of one (1) year from the date of KBK's execution hereof, but before the
         expiration of two (2) years from such date, one-half of the Termination
         Fee shall be waived.  If the Agreement is terminated  more than two (2)
         years after the date of KBK's execution hereof,  all of the Termination
         Fee shall be waived.

13.      Termination. This Agreement may be terminated by either party hereto by
         delivery of written  notice of  termination  of this  Agreement  to the
         other party specifying the date of termination,  which date shall be at
         least 30 days  after the date such  notice  is given.  KBK may,  at its
         election,   terminate  this  Agreement   immediately  and  without  the
         requirement of notice to Seller if (i) Seller shall fail to perform any
         of its obligations hereunder or shall breach any of its representations
         and warranties hereunder, (ii) Seller shall become insolvent or suspend
         all or a substantial  part of its or their  business,  (iii) a petition
         under the  Bankruptcy  Code or any other  insolvency or debtor  statute
         shall be filed by or  against  Seller or any  receivership  proceedings
         with  respect  thereto  shall  commence,  (iv) any  guarantee of any of
         Seller's obligations  hereunder shall be terminated or become impaired,
         (v) an event  of  default  occurs  under  any  other  agreement  now or
         hereafter  executed  between  Seller  and KBK,  or (vi)  KBK  otherwise
         determines that it is insecure hereunder.

         Termination  of  this  Agreement   shall  not  affect  the  rights  and
         obligations  of the  parties  hereunder  with  respect to  transactions
         occurring  on or  prior  to the  date of  such  termination,  and  this
         Agreement  shall  continue to govern the rights and  obligations of the
         parties hereto with respect to accounts purchased by KBK from Seller on
         or  prior  to the  date of such  termination.  All  security  interests
         granted or contemplated by this Agreement shall survive the termination
         of this  Agreement  until all  amounts  payable to KBK with  respect to
         transactions
                                       4
<PAGE>
         occurring on or prior to the date of termination have been paid to KBK,
         and Seller has  performed  all its  obligations  to KBK with respect to
         such  transactions and all obligations  under this Agreement  including
         but not limited to payment of any fees owning hereunder.

14.      Notice of Proposed Refinancing.  Seller hereby agrees that in the event
         (a) Seller receives a written  proposal from any third party to provide
         financing or factoring ("Proposed  Refinancing"),  (b) the terms of the
         Proposed  Refinancing  are  acceptable  to  Seller,  and (c)  Seller is
         considering   accepting  the  Proposed  Refinancing  from  the  Offeror
         ("Offeror"),  Seller  will  immediately  advise  KBK in  writing of the
         identity of the  Offeror,  the  complete  terms and  conditions  of the
         Proposed  Refinancing  and provide KBK a full and complete  copy of all
         written  correspondence  between  Seller  and  Offeror  describing  the
         Proposed  Refinancing.   Seller  agrees  not  to  accept  the  Proposed
         Refinancing  from the  Offeror  until at least 10  business  days after
         delivery of the foregoing items to KBK.

15.      Attorney's  Fees,  Litigation  Expense.  Seller agrees to reimburse KBK
         upon demand for KBK's  attorneys'  fees, court costs and other fees and
         expenses  incurred in  collecting  any sums due or to become due to KBK
         hereunder,  enforcing any of KBK's rights under this  Agreement and all
         actions  taken by KBK that it deems  necessary or  desirable  under the
         Bankruptcy  Code  or  should  any  provisions  of  Bankruptcy  Code  be
         applicable to any rights or obligations of any party to this Agreement,
         as well as all appearances, motions, and actions to which KBK may be or
         become a party in any bankruptcy case.

16.      Governing Law; Venue; Submission to Jurisdiction.  THIS AGREEMENT SHALL
         BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
         OF TEXAS WITHOUT  GIVING EFFECT TO THE  PRINCIPLES OF CONFLICTS OF LAWS
         THEREOF,  EXCEPT TO THE EXTENT  PERFECTION AND THE EFFECT OF PERFECTION
         OR NONPERFECTION OF THE SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT
         OF  ANY  PARTICULAR   COLLATERAL,   ARE  GOVERNED  BY  THE  LAWS  OF  A
         JURISDICTION  OTHER THAN THE STATE OF TEXAS.  SELLER AND KBK EACH AGREE
         THAT TARRANT COUNTY,  TEXAS SHALL BE THE EXCLUSIVE VENUE FOR LITIGATION
         OF ANY DISPUTE OR CLAIM  ARISING  UNDER OR RELATING TO THIS  AGREEMENT,
         AND THAT SUCH PARISH IS A CONVENIENT  FORUM IN WHICH TO DECIDE ANY SUCH
         DISPUTE  OR  CLAIM.  SELLER  AND  KBK  EACH  CONSENT  TO  THE  PERSONAL
         JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN TARRANT COUNTY,
         TEXAS  FOR  THE  LITIGATION  OF  ANY  SUCH  DISPUTE  OR  CLAIM.  SELLER
         IRREVOCABLY  WAIVES,  TO THE  FULLEST  EXTENT  PERMITTED  BY  LAW,  ANY
         OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
         OF ANY SUCH  PROCEEDING  BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY
         SUCH  PROCEEDING  BROUGHT  IN  SUCH A  COURT  HAS  BEEN  BROUGHT  IN AN
         INCONVENIENT FORUM.

17.      Waiver of Jury Trial. SELLER AND KBK EACH HEREBY IRREVOCABLY WAIVES, TO
         THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY
         JURY IN RESPECT OF ANY  LITIGATION  DIRECTLY OR  INDIRECTLY AT ANY TIME
         ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY
         TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

18.      Amendments;  Waivers.  This  Agreement  may be amended  only in writing
         signed  by  the  parties  hereto.  No  failure  on the  part  of KBK to
         exercise,  and no delay by KBK in exercising,  and no course of dealing
         by KBK with  respect  to,  any  right,  power or  privilege  under this
         Agreement  shall operate as a waiver  thereof,  nor shall any single or
         partial  exercise of any right,  power or  privilege  hereunder  by KBK
         preclude any other or further  exercise  thereof or the exercise of any
         other right,  power or  privilege.  The remedies of KBK  hereunder  are
         cumulative and not exclusive of any remedies provided by law.

19.      Notices. All notices and other communications provided for herein shall
         be given or made in writing and  telecopied  or delivered by courier or
         mail to the intended  recipient at the "Address for Notices"  specified
         opposite  its  name on the  signature  page  hereto,  or at such  other
         address or  telecopy  number as shall be  designated  by a party to the
         other party in the manner  specified in this Section.  All such notices
         and other  communications  shall be deemed to have been duly given when
         transmitted   by  telecopier   (with  receipt   thereof   confirmed  by
         telecopier) or personally delivered or, in the case of a mailed notice,
         upon deposit in the United  States Postal  System  postage  prepaid and
         properly addressed, in each case given or addressed as aforesaid.

20.      Indemnification.  Seller  agrees  to  indemnify,  defend,  and hold the
         Indemnified  Persons  harmless  from  and  against  any and  all  loss,
         liability, obligation, damage, penalty, judgment, claim, deficiency and
         expense  (including  interest,  penalties,  attorneys' fees and amounts
         paid in settlement)  owing to any third party to which any  Indemnified
         Person may become  subject  arising out of or based upon this Agreement
         as well as any  prior  relationship  of  Seller  with  any  Indemnified
         Person,  WHETHER  BY ALLEGED OR ACTUAL  NEGLIGENCE  OF ANY  INDEMNIFIED
         PERSON,  except and to the  extent  caused by the gross  negligence  or
         willful misconduct of any Indemnified Person.

21.      Waiver and Release.  Seller,  by its execution of this Agreement,  does
         hereby  covenant,  warrant and represent that (i) the benefit  received
         and to be  received by Seller as a result of this  Agreement  shall and
         does  constitute  sufficient and valuable  consideration  to Seller for
         entering into and performing its obligations under this Agreement, (ii)
         the execution,  delivery,  and  performance by Seller of this Agreement
         and the  consummation of the transaction  contemplated  thereby are (a)
         not  prohibited  by  any  indenture,  contract  or  agreement,  law  or
         corporate or partnership documents,  including,  but not limited to the
         Bylaws and Articles of Incorporation  or Certificate of  Incorporation,
         as the case may be, if Seller is a corporation, or Seller's partnership
         agreement,  if  Seller  is  a  partnership,   (b)  duly  authorized  by
         appropriate  action  of  Seller,  and (c)  legally  valid  and  binding
         obligations  of Seller  and will  continue  to be such and  enforceable
         against  the  Seller   according   to  their  terms   (except  as  such
         enforceability  may be limited by  applicable  bankruptcy,  insolvency,
         reorganization,   moratorium  or  other  similar  laws   affecting  the
         enforcement of creditors' rights generally),  (iii) that this Agreement
         will be  executed  and  delivered  by  properly  authorized  officer of
         Seller,  (iv) KBK has no obligation to enter into this Agreement except
         for the considerations  herein expressed,  and (v) the  representations
         and warranties set forth herein will survive the execution and delivery
         of this Agreement.

22.      Captions;  Final  Agreement;  Counterparts;   Successors  and  Assigns.
         Captions  and  headings   appearing  herein  are  included  solely  for
         convenience   of   reference   and  are  not  intended  to  affect  the
         interpretation  of any  provision  of this  Agreement.  This  Agreement
         represents the final agreement  between the parties hereto with respect
         to the subject  matter  hereof,  and  supersedes  all prior  proposals,
         negotiations,  agreements and understandings,  oral or written, related
         to such subject matter. This Agreement may be executed in any number of
         counterparts,  all of which taken together shall constitute one and the
         same instrument. This
                                       5
<PAGE>
         Agreement  may not be  assigned  by Seller  without  the prior  written
         consent of KBK. This Agreement may be assigned by KBK, and any accounts
         purchased  by KBK  hereunder,  together  with all rights and  interests
         related thereto  granted to KBK hereunder,  may be assigned by KBK, all
         without  notice to or the consent of Seller.  This  Agreement  shall be
         binding upon the parties  hereto and their  respective  successors  and
         permitted assigns.

23.      Effectiveness of Agreement.  This Agreement shall become effective only
         upon  acceptance by KBK at its offices in Fort Worth,  Tarrant  County,
         Texas as evidenced by KBK's signature hereon.

24.      True  Sales.  Seller  and KBK  acknowledge  and agree  that the sale of
         accounts  contemplated  and  covered  hereby are fully  intended by the
         parties  hereto as true sales  governed  by the  provisions  of Article
         5069-1H.103  of the Texas Revised  Civil  Statutes and Section 9.102 of
         the Texas  Business and Commerce Code, as each may be amended from time
         to time, and, accordingly, legal and equitable title in all of Seller's
         accounts sold to and purchase by KBK from time to time  hereunder  will
         pass to KBK.

IN WITNESS  WHEREOF,  the  parties  hereto,  heretofore  duly  authorized,  have
executed this Agreement as of the date first set forth above.

Address for Notices                     SELLER:

2202 W. LONE CACTUS DRIVE               H.E.R.C. PRODUCTS INCORPORATED
SUITE 15
PHOENIX, ARIZONA   85027
Telecopy No: (602) 233-1107             By: /s/ S. Steven Carl
                                           -------------------------------------
                                        Name: S. Steven Carl
                                        Title: C.E.O.

2202 W. LONE CACTUS DRIVE               H.E.R.C. CONSUMER PRODUCTS, INC.
SUITE 15
PHOENIX, ARIZONA   85027
Telecopy No: (602) 233-1107             By: /s/ S. Steven Carl
                                           -------------------------------------
                                        Name: S. Steven Carl
                                        Title: C.E.O.


Address for Notices:                    KBK FINANCIAL, INC.:
301 COMMERCE STREET
2200 CITY CENTER                        By: /s/ Jeff Kassing
FORT WORTH, TEXAS   76012                  -------------------------------------
Telecopy No: (817) 258-6114             Name: Jeff Kassing
                                        Title: Vice President & General Counsel
                                        Date: October 17, 1997
                                             -----------------------------------
                                       6
<PAGE>
                                   SCHEDULE A
                                       TO
                     ACCOUNT TRANSFER AND PURCHASE AGREEMENT
                            Dated September 22, 1997
                                 By and Between
                              KBK FINANCIAL, INC.
                         H.E.R.C. PRODUCTS INCORPORATED
                                       and
                        H.E.R.C. CONSUMER PRODUCTS, INC.



The addresses of any other locations of Collateral referenced in Section 9:

CCT Corporation                         Innerspace Storage Corporation
5115 Avenida Encinas #A                 1600 N.M-291 Highway
Carlsbad, CA   92008                    Sugar Creek, Mo.


Nutrient Technologies                   Wilbur-Ellis
1092 E. Kamm Avenue                     3 Miles West FM 1925
Dinuba, Ca.  93618                      Edinburg, Tx.  78540


Helena Chemical Company                 Helena Chemical Company
2405 N. 71st Street                     Route 5 Box 522 Highway 275
Tampa, Fl.   33619                      Freemont, Ne.  68025


Helena Chemical Company                 Helena Chemical Company
4555 Highway 90 East                    100 Santa Barbara
Uvalde, Tx.   78801                     Mesquite, NM   88048


Any trade or assumed names referenced in Section 9:

CCT Corporation
                                       7
<PAGE>
                                    ADDENDUM


to Account  Transfer  and  Purchase  Agreement  between KBK  FINANCIAL,  INC., a
Delaware  corporation  ("KBK"),  H.E.R.C.  PRODUCTS  INCORPORATED,   a  Delaware
corporation,  and  H.E.R.C.  CONSUMER  PRODUCTS,  INC.,  an Arizona  corporation
(collectively  herein  referred to as "Seller')  dated  September  22, 1997 (the
"Agreement").

This Addendum modifies and supplements the Agreement as follows:

1.       Financial Covenants.  Seller agrees to maintain the following financial
         covenant while this Agreement remains in effect:

         (a)      Tangible  Net Worth.  At the end of each fiscal  quarter,  its
                  Tangible  Net  Worth  on a pro  forma  basis  (i.e.  add  back
                  purchased  accounts  and  factored  balance)  of not less than
                  $750,000.00.

         As used herein,  the term  "Tangible  Net Worth" shall mean,  as of any
         date,  the amount by which  Seller's  total  assets  exceeds  its total
         liabilities,  plus  Subordinated  Debt, less any intangible  assets (as
         defined by generally accepted accounting principles, including, without
         limitation, trademarks, patents, copyrights, goodwill, covenants not to
         compete  and  customer  lists),   less  deferred   charges.   The  term
         "Subordinated  Debt"  shall  mean  indebtedness  owing by  Seller  to a
         creditor  other  than KBK which has been  subordinated  and  subject in
         right  of  payment  to  the  prior  payment  of  all  indebtedness  and
         obligations now or hereafter owing by Seller to KBK, such subordination
         to  be  evidenced  by  a  written  agreement  between  Seller  and  the
         subordinated  creditor which is in form and substance  satisfactory  to
         KBK.


                                        H.E.R.C. PRODUCTS INCORPORATED

                                        By: /s/ S. Steven Carl
                                           -------------------------------------
                                        Name: S. Steven Carl
                                        Title: C.E.O.


                                        H.E.R.C. CONSUMER PRODUCTS INC.

                                        By: /s/ S. Steven Carl
                                           -------------------------------------
                                        Name: S. Steven Carl
                                        Title: C.E.O.


                                        KBK FINANCIAL, INC.

                                        By: /s/ Jeff Kassing
                                           -------------------------------------
                                        Name: Jeff Kassing
                                        Title: Vice President & General Counsel
                                       8