EXHIBIT 10.27

                      SECOND AMENDMENT TO ACCOUNT TRANSFER
                             AND PURCHASE AGREEMENT

     THIS  SECOND  AMENDMENT  TO  ACCOUNT  TRANSFER AND PURCHASE AGREEMENT (this
"Amendment")  is  entered  into by and between H.E.R.C. PRODUCTS INCORPORATED, a
Delaware  corporation,  and  H.E.R.C.  CONSUMER  PRODUCTS,  INC.,  an  Arizona
corporation  (collectively  the  "Seller"), S. Steven Carl (the "Guarantor") and
KBK  FINANCIAL,  INC.,  a  Delaware  corporation  ("KBK").

WHEREAS,  Seller and KBK entered into that certain Account Transfer and Purchase
Agreement  dated  as  of September  22,  1997,  as amended from time to time
(collectively, the "Purchase Agreement");  and

WHEREAS,  pursuant  to the Purchase Agreement the parties have provided for the
terms and conditions under which KBK may from time to time purchase certain of
Seller's  accounts;  and

WHEREAS,  the  Purchase  Agreement  and all other documents securing, governing,
guaranteeing  and/or  pertaining  to  the  Purchase  Agreement  are  hereinafter
referred  to  collectively  as  the  "Purchase  Documents";  and

WHEREAS,  the  parties  hereto  now  desire  to modify the Purchase Agreement as
hereinafter  provided;

NOW,  THEREFORE,  in  consideration  of  the  mutual covenants, representations,
warranties,  and  agreements  contained  herein,  and  for  other  valuable
consideration,  the  receipt  and  legal  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                                    ARTICLE I

                                   Definitions

Section  1.01  The  terms  used  in  this  Amendment to the extent not otherwise
defined  herein  shall  have  the  same  meanings  as in the Purchase Agreement.

                                   ARTICLE II

                                   Amendments

Section  2.01  Effective  as  of  the  date  hereof,  Section  1 of the Purchase
Agreement  is  hereby  amended  in  its  entirety  to  read  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 One Million
Five  Hundred  Thousand  and  No/100  Dollars  ($1,500,000.00)  (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."


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Section 2.02 Effective as of the date hereof, the second paragraph of Section 12
of  the Purchase Agreement is hereby amended in its entirety to read as follows:

"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
May  19, 2004, but before May 19, 2005, one-half of the Termination Fee shall be
waived.  If  the  Agreement  is  terminated  after  May  19,  2005,  all  of the
Termination  Fee  shall  be  waived."

                                   ARTICLE III

           Representations, Warranties, Ratification and Reaffirmation

Section 3.01 Seller hereby represents and warrants that: (i) the representations
and  warranties  contained  in  the  Purchase Agreement  are  true  and correct
on and as of the date hereof as though made on and as of the date hereof, and
(ii) no event has occurred and is continuing that constitutes  an Event of
Default or would constitute an Event of Default but for the  requirement  of
notice  or  lapse  of  time  or  both.

Section  3.02  The terms and provisions set forth in this Amendment shall modify
and  supersede  all  inconsistent terms and provisions set forth in the Purchase
Agreement,  but  except  as expressly modified and superseded by this Amendment,
the  terms  and  provisions of the Purchase Agreement are ratified and confirmed
and  shall  continue  in  full force and effect, Seller hereby agreeing that the
Purchase Agreement and the other Purchase Documents are and shall continue to be
outstanding,  validly  existing  and  enforceable  in  accordance  with  their
respective  terms.

Section  3.03  Guarantor  previously executed that certain Limited Guaranty (the
"Guaranty  Agreement")  dated  September  22,  1997,  for  the benefit of KBK to
unconditionally  guarantee  the  payment by Seller of certain losses incurred by
KBK under the Purchase Agreement, as more fully described therein. Guarantor, by
executing  this  Amendment,  hereby  consents to this Amendment and agrees that,
notwithstanding  the execution of this Amendment, the Guaranty Agreement remains
in full force and effect and the obligations thereunder remain valid and binding
against Guarantor. Guarantor acknowledges and agrees that there are no claims or
offsets  against,  or  defenses or counterclaims to, the terms and provisions of
the  Guaranty  Agreement  or  the  obligations  created  or  evidenced  thereby.

                                   ARTICLE IV

                                  Miscellaneous

Section  4.01  Each  of  the  Purchase  Documents  is hereby amended so that any
reference  in  the  Purchase  Documents  to  thePurchase  Agreement shall mean a
reference  to  the  Purchase  Agreement  as  amended  hereby.

Section  4.02  This  Amendment  may  be  executed  simultaneously in one or more
counterparts,  each  of  shall  be deemed an original, but all of which together
shall  constitute  one  and  the  same  instrument.  Delivery  of  an  executed
counterpart  of  this  Amendment  by  telecopy  shall be equally as effective as
delivery  of  a  manually  executed  counterpart  of  this  Amendment. Any party
delivering  an  executed  counterpart  of  this Amendment by telecopy also shall
deliver  a  manually  executed  counterpart of this Amendment but the failure to
deliver  a  manually  executed  counterpart  shall  not  affect  the  validity,
enforceability,  and  binding  effect  of  this  Amendment.

Section  4.03 The Agreement and this Amendment have been entered into in Tarrant
County,  Texas  and  shall  be  performable for all purposes in, Tarrant County,
Texas.  THE  AGREEMENT, AS AMENDED HEREBY, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. Courts within the State of Texas
shall have jurisdiction over any and all disputes arising under or pertaining to
the  Agreement,  as  amended  hereby, and venue in any such dispute shall be the
courts  located  in Tarrant County, Texas. Section 4.04 This Amendment shall not
become  effective  until  executed  by  KBK.


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Section  4.05  Seller agrees to pay KBK a fee equal to One Thousand Five Hundred
and  NO/100  Dollars  ($1,500.00) contemporaneously  with  the effectiveness of
this Amendment in consideration of the  financial  accommodations  provided  by
KBK  to  Seller  contained herein.

     EXECUTED  as  of  May  19,  2003.

                                           SELLER:

                                           H.E.R.C.  PRODUCTS  INCORPORATED

                                           By:
                                           Name:  S.  Steven  Carl
                                           Title:  Chief  Executive  Officer

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

                                           By:
                                           Name:  S.  Steven  Carl
                                           Title:  Chief  Executive  Officer

                                           GUARANTORS:

                                           S.  STEVEN  CARL

                                           KBK:

                                           KBK  FINANCIAL,  INC.

                                           By:
                                           Name:
                                           Title:
                                           Date:______________________________

STATE  OF  VIRGINIA

COUNTY  OF  PORTSMOUTH

     The  foregoing  instrument was acknowledged before me this 19th day of May,
2003,  by  S.  Steven  Carl  as  Chief  Executive  Officer  of H.E.R.C. Products
Incorporated  and  of  H.E.R.C.  Consumer  Products,  Inc.  and Individually, as
Guarantor.

Witness  my  hand  and  official  seal.

My  Commission  expires:                    (Notary  Public)


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