INTEREST ONLY

                           NONRECOURSE PROMISSORY NOTE

                             AND SECURITY AGREEMENT



$400,000.00                                                      2/23/03  [Date]

                                                                 -------

                                                           Portsmouth,  Virginia



     FOR VALUE RECEIVED, H.E.R.C. Products Incorporated, a Delaware corporation,

("Maker" or "Debtor") promises to pay to R. John Armstrong ("Holder" or "Secured

Party"),  or  order,  the  principal  sum  of  Four  Hundred  Thousand  Dollars

($400,000.00) with interest from the date of this Note on unpaid principal owing

from  time  to  time  at  the rate of eight percent (8.0%) per annum until fully

paid.   Maker  shall  make interest only payments on the first day of each month

from  the  date  of  this Note until the date one (1) year from the date of this

Note  ("Maturity  Date"). Principal plus all accrued and unpaid interest on such

principal  shall  be  due  and  payable  on  the  Maturity  Date.



     Maker  shall  make  all  payments  in  lawful money of the United States of

America  and  in  immediately available funds. Computations of interest shall be

based  on  a  year  of 360 days but shall be calculated for the actual number of

days  in  the  period  for  which  interest  is  charged.



     This  Note  may  be  prepaid  in  whole or in part, without penalty, at the

option of Maker and without the consent of Holder. All payments shall be applied

first  to  accrued  and  unpaid  interest  and  then  to  the  principal balance

outstanding.  All  payments  under  this Note shall be paid to Holder at Seaward

Marine  Services,  Inc.,  Attention:  R.  John Armstrong, 3975 University Drive,

Suite  400,  Fairfax,  Virginia  22030 marked "PERSONAL and CONFIDENTIAL", or at

such  other  address  as  Holder  shall  direct  Maker  in  writing.



     This  Note  is  nonrecourse as to Maker, except as to those assets of Maker

described  in  the  Security  Agreement  between  Maker  as Debtor and Holder as

Secured Party ("Security Agreement") and a UCC-1 Financing Statement, both dated

the  same  date  as this Note ("Collateral"). In the event Holder is entitled to

proceed  against  Maker,  Holder's sole recourse shall be to proceed against the

Collateral  pursuant  to  the  terms set forth in the Security Agreement. Holder

shall have no other recourse against Maker or any assets of Maker other than the

Collateral.  This provision is not intended to constitute a discharge or release

of  any  obligation  contained  in  this  Note  or  security  that  secures such

obligations,  but  is  a  covenant  by Holder not to sue Maker for a deficiency.



     In  the  event  of  any failure to pay when due any installment of interest

under this note, and the continuance of that failure to pay for a period of (10)

days  after written notice, by certified or registered mail or by hand delivery,

of  this  failure, this promissory note shall be considered to be in default and

the  entire  unpaid  principal sum, together with accrued interest, shall at the

option  of  the  holder  become  immediately  due  and  payable  in  full.

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