EXHIBIT 10.28

           THIRD AMENDMENT TO ACCOUNT TRANSFER AND PURCHASE AGREEMENT

     THIS  THIRD  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"), and S. Steven Carl, the "Guarantor"
and  KBK  FINANCIAL,  INC.,  a  Minnesota  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,  the "Authorized Remittance
Address"  disclosed  in Section 2 of the Purchase Agreement is hereby amended to
read  as  follows:

"P.O.  Box  3358,  Fort  Worth,  TX  76113"

Section 2.02 Effective as of the date hereof, the first sentence of Section 5 of
the  Purchase  Agreement  is  hereby amended in its entirety to read as follows:

""Fixed Discount" means a discount of one percent (1.00%) of the Gross Amount of
such  account.

Section  2.03  Effective  as  of  the  date hereof, the Addendum to the Purchase
Agreement  is  hereby  deleted  in  its  entirety.

                                   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.


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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  the Purchase 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.

     EXECUTED  as  of  April  5,  2004.

                                           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 5th day of April,
2004  by  S.  Steven  Carl  as  Chief  Financial  Officer  of  H.E.R.C. Products
Incorporated  and  H.E.R.C  Consumer  Products,  Inc.  and  individually.

Witness  my  hand  and  official  seal.

My  Commission  expires:                         (Notary  Public)


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