Note

PROMISSORY NOTE AND AGREEMENT (This "Note")

by Aquamatrix, Inc
April 18th, 2002


                   PROMISSORY NOTE AND AGREEMENT (this "Note")


US$351,344.29                                         April 1, 2002
                                                      Long Island City, New York

FOR VALUE RECEIVED, the undersigned NESCO INDUSTRIES, INC., a Nevada corporation
with principal offices at 22-09 Queens Plaza North, Long Island City, New York
11101 (referred to hereinafter as "Maker"), hereby promises to pay to the order
of SANTO PETROCELLI, SR. (referred to hereinafter as "Payee"), c/o PETROCELLI
INDUSTRIES, INC., a New York corporation with principal offices at 22-09 Queens
Plaza North, Long Island City, New York 11101, the principal sum of Three
Hundred and Fifty One Thousand and Three Hundred and Forty-Four Dollars and
Twenty-Nine Cents in accordance with the terms and conditions set forth below.

The principal amount of this Note represents the aggregate of all outstanding
balances on: (i) the principal and accrued and unpaid interest as of April 1,
2002 (totaling $132,835.24) on all demand loans made by Payee to National
Abatement Corp. ("NAC"), a wholly owned subsidiary of Maker, on or before April
1, 2002, (ii) the management fees and consulting fees (totaling $22,916.66)
payable to Payee for management and/or consulting services rendered to Maker, or
its subsidiaries, on or before April 1, 2002, and (iii) the principal and
accrued and unpaid interest as of April 1, 2002 (totaling $130,842.39) on all
demand loans made by Marshall H. Geller and Gelco Development Corp. ("Gelco") to
NAC on or before April 1, 2002, and the management fees and consulting fees
(totaling $64,750) payable to Gelco for management and/or consulting services
rendered to Maker, or its subsidiaries, on or before April 1, 2002, whereby the
right, title and interest to such amounts having been assigned to Payee pursuant
to that certain assignment and assumption agreement dated April 1, 2002
(collectively, the "Obligations"). Payee has agreed to accept this Note in lieu
of payment by Maker, or NAC, of the amounts due on the Obligations and has
agreed that the Obligations shall be deemed cancelled upon due execution of this
Note by Maker and delivery of this Note to Payee.

Maker and Payee also agree as follows:

1.       There shall be no interest payable on this Note.

2.       This Note shall be paid in twenty-one (21) equal monthly installments
         (each being a "Payment"). Each Payment shall be due on the first (1st)
         day of each month, beginning May 1, 2003.

3.       Maker shall have the right to prepay this Note in whole or in part at
         any time in lawful money of the United States of America to the Payee
         at the address first shown above, or at such other address as may be
         directed by Payee, in immediately available funds.

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4.       Maker hereby waives presentment, demand, dishonor, protest, notice of
         protest, diligence and any other notice or action otherwise required to
         be given or taken under the law in connection with the acceptance,
         enforcement or collection of this Note, and expressly agrees that this
         Note, or any Payment hereunder, may be extended, modified or
         subordinated (by forbearance or otherwise) from time to time, without
         in any way diminishing the liability of Maker.

5.       In the event that Maker shall fail to make a Payment when due under
         this Note, Payee may seek any and all remedies available to Payee under
         this Note plus any and all other remedies available in law or in
         equity. Maker shall pay all reasonable costs and expenses incurred by
         Payee in connection with the foregoing, including, without limitation,
         reasonable attorney's fees, and Payee may take judgement for all such
         amounts in addition to all other sums due hereunder.

6.       All issues arising in relation to this Note shall be governed by the
         laws of the State of New York, without giving effect to the principles
         thereof relating to the conflict of laws.

IN WITNESS WHEREOF, Maker and Payee have executed this Note as of the date first
above written.


MAKER:                                      PAYEE:

NESCO INDUSTRIES, INC.


/s/ Lawrence S. Polan                       /s/ Santo Petrocelli, Sr.
- ----------------------------------          -----------------------------------
Name:    Lawrence S. Polan                  Santo Petrocelli, Sr.
Title:   Chief Financial Officer


ACCEPTED AND AGREED TO BY:

NATIONAL ABATEMENT CORP.


/s/ Michael J. Caputo
- ---------------------------------
Name:    Michael J. Caputo
Title:   Vice President


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