EMPLOYMENT AGREEMENT



     THIS AGREEMENT is made and entered into as of this 15th day of June, 2002,

(the "Commencement Date") by and between H.E.R.C. PRODUCTS INCORPORATED, a

Delaware corporation (the "Corporation") and S. STEVEN CARL ("Executive").



     A.   The Corporation has employed Executive as its President and Chief

Executive Officer and wishes to continue to employ Executive in such capacities.



     B.   Executive is willing to be employed by the Corporation on the terms

and conditions set forth below.



     The Corporation and Executive agree as follows:



     1.   EMPLOYMENT. The Corporation will employ Executive as its President and

Chief Executive Officer. Executive will also serve in such other capacities, as

the Board of Directors shall reasonably deem necessary. Executive will perform

such duties as may be required of him by the Corporation under and subject to

the instruction, direction and control of the Board of Directors of the

Corporation.



     2.   DEVOTION TO EMPLOYMENT. Executive accepts employment with the

Corporation on the terms and conditions of this Agreement, and will devote all

of his business time and effort to perform his duties on behalf of the

Corporation in his position as set forth in Paragraph 1, provided, however that

nothing herein shall be construed to prevent Executive from making and

supervising personal investments. During the term of this Agreement, Executive

shall not be actively engaged in any other business activity which will in any

way impair his ability to properly meet his obligations to the Corporation or

represent any activity competitive with the Corporation or detrimental to its

business. Executive agrees to comply with the reasonable policies, standards and

regulations of the Corporation from time to time established.



     3.   COMPENSATION AND BENEFITS. The Corporation agrees to pay Executive

compensation for his services as follows:



          3.1  BASE SALARY. The Corporation will pay Executive an annual base

salary, subject to withholding taxes and other normal payroll deductions per the

following schedule:



                    Base Salary                      Period.

                    -----------                      -------

                    $150,000.00                 6/15/2002-6/14/03



          3.2  BONUSES. In addition to the Executive's Base Salary, Executive

shall be paid a bonus equal to the percentage specified below of the

Corporation's annual EBITDA, not including extraordinary accounting events or

any accounting impact from discontinued operations, during each of the periods

specified below during which this Agreement is in effect. Any bonus earned

pursuant to the preceding sentence shall be paid to Executive in cash or stock

{PAGE}

of the Company within 30 days after the amount thereof has been determined by

HERC's independent auditors. If the Executive is paid in stock the closing bid

price for December 31 of the year within which the bonus is due shall be used

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