EXHIBIT 10.5 CONSULTING AGREEMENT WITH CRAIG GROSSMAN EXHIBIT 10.5 INDEPENDENT CONSULTANT AGREEMENT THIS CONSULTING AGREEMENT (hereinafter referred to as the "Agreement") is made effective the 1st day of December, 2006, by and between Environmental Service Professionals, Inc., a Nevada corporation (the "Parent"), Pacific Environmental Sampling, Inc., a California corporation (the "Company") and Craig Grossman of 1444 Edwards Drive, Point Roberts, Washington 98281, herein after referred to as the "Consultant", with respect to the following facts: RECITAL WHEREAS, the Company is in the business of providing environmental services for the purposes of mold and moisture assessment and management, and in the conduct of such business desires to have the services listed in EXHIBIT A performed by the Consultant. WHEREAS, the Consultant has the necessary education, training, and/or expertise to perform these services desired by the Company, and further has an understanding of the Company's business to fully provide such services; and, WHEREAS, the Consultant will dedicate sufficient time to ESP as needed, in terms of the agreement the consultant is retained on a non-exclusive basis; and, WHEREAS, the Consultant agrees to perform these services (hereinafter referred to as the "Consulting Services") for the Company under the terms and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the Parent, the Company and the Consultant hereto covenant and agree as follows: SECTION 1. ENGAGEMENT OF CONSULTANT The Company hereby engages Consultant to assist Company by performing the services discussed herein, as described in EXHIBIT A hereto, and the Consultant hereby accepts such engagement, upon the terms and conditions set forth in this Agreement. SECTION 2. TERM OF AGREEMENT This Agreement shall have an initial term of one (1) year (hereinafter referred to as the "Consulting Period"), from the effective date hereof or until terminated pursuant to Section Four (4) hereunder. ESP Confidential Page: 1 of 10 SECTION 3. COMPENSATION The Company shall pay the Consultant as described in EXHIBIT B. SECTION 4. TERMINATION OF AGREEMENT BY THE COMPANY Notwithstanding anything to the contrary contained in this Agreement hereunder, Company may terminate this Agreement if any of the following events occur: A. FAILURE TO FOLLOW INSTRUCTIONS. The Company can terminate this Agreement if Consultant fails to follow Company's instructions. Company must inform Consultant that Consultant's actions or inactions are unacceptable and give Consultant fifteen (15) normal business days to comply with Company's instructions. If Consultant fails to comply, or at a later date makes the same unacceptable action or inaction, Consultant may immediately be terminated hereunder by Company's delivery of an applicable written "Notice of Termination" to Consultant. B. BREACH OF CONSULTANT'S DUTIES. The Company can immediately terminate this Agreement if Consultant's actions or conduct would make it unreasonable to require Company to retain Consultant. Such acts include, but are not limited to, dishonesty, illegal activities, and/ or activities harmful to the reputation of the Company; C. SALE OF COMPANY'S ASSETS. The sale of substantially all of Company's assets to a single purchaser or group of associated purchasers with sixty (60) calendar days notice; D. TERMINATION OF COMPANY'S BUSINESS. Company's bona fide decision to terminate its business and liquidate its assets with sixty (60) calendar days notice; E. MERGER OR CONSOLIDATION. The merger or consolidation of Company with a third party with sixty (60) calendar days notice; or F. MUTUAL AGREEMENT. At any time by mutual agreement in writing between Company and Consultant. SECTION 5. NONDISCLOSURE OF CONFIDENTIAL INFORMATION In connection with the Agreement, the Company or the Parent (each a "Disclosing Party") may disclose to Consultant certain information related to the Disclosing Party's operations or business (the "Confidential Information"). Consultant will not utilize any Confidential Information received from the Disclosing Party for any purpose other than for the benefit of the Disclosing Party or in order to facilitate the transactions contemplated by this Agreement. Consultant will not utilize the Confidential Information provided to it by the Disclosing Party to compete with the Disclosing Party, nor will Consultant engage in reverse engineering of the Disclosing Party's Confidential Information or any other conduct which would directly or indirectly result in Consultant misappropriating or improperly utilizing the rights, property, assets, or ESP Confidential Page: 2 of 10 Confidential Information of the Disclosing Party. Consultant will not disclose the Confidential Information to any third party without the express prior written consent of the Disclosing Party. Consultant will maintain the confidentiality of such Confidential Information using at least the same degree of care customarily used by Consultant to protect his or her own Confidential Information, but under no circumstances will Consultant use less than a reasonable degree of care. At the time of the termination of this Agreement (for any reason), Consultant will return all Confidential Information provided by the Disclosing Party to Consultant. The Disclosing Party will retain ownership of all its Confidential Information, whether or not disclosed to Consultant. In consideration for the Company entering into this Agreement, the Consultant agrees that the following items, among others, are and shall remain the sole property of the Company, are secret, confidential, unique, valuable and were developed by Company at great cost and over a long period of time. Disclosure of any of the items to anyone other than Company's officers, agents, or authorized employees shall cause Company irreparable injury: A. Non-public financial information, accounting information, plans of operations, possible mergers, or acquisitions prior to the public announcement; B. Customer lists, franchise lists, partner and co-venturer lists, other business relationships of the Parent Company, call lists, and other confidential customer, supplier, and other business relationship data; C. Memoranda, notes, records concerning the technical processes and marketing strategies conducted by Company; D. Sketches, plans, drawings, and other confidential research and development data; E. Manufacturing processes, chemical formula, and the composition of Company's products; or F. Any digital or intellectual property owned by Company Consultant further agrees that all methods and programs developed in the course of delivering services pursuant to this Agreement are the property of the Company and will be treated on a confidential basis. Consultant further represents that an employee or subcontractor of the Consultant would, before they provide any services, be required to assign their rights to any methods or programs developed as a result of the performance of services under this Agreement to the Company. SECTION 6. BEST EFFORT BASIS Consultant agrees that Consultant shall at all times faithfully and to the best of its experience, ability and talents, perform all the duties that may be required of and from Consultant pursuant to the terms of this Agreement. Consultant does not guarantee that its efforts will have any impact on Company's ESP Confidential Page: 3 of 10 business or that any subsequent financial improvement will result from Consultant's efforts. Company understands and acknowledges that the success or failure of Consultant's efforts will be predicated on Company's operating results. SECTION 7. PLACE OF SERVICES It is understood that the Consultant's services will be rendered largely at the office of the Consultant or such other places as may be required by the nature of the duties to be performed. SECTION 8. COSTS AND EXPENSES Consultant shall be responsible for obtaining prior approval for reasonable out-of-pocket expenses, travel expenses, third party expenses, filing fees, copy and mailing expense above one hundred ($100.00) dollars that Consultant may incur in performing Consulting Services under this Agreement from the Chief Financial Officer of the Company and submit approved expenses for reimbursement in a form acceptable to the Company. Company will book all travel and accommodations. Consultant shall be responsible to compute and pay all applicable local, state, and federal taxes, and the Company shall not be responsible for such payments. Consultant shall be responsible for obtaining and maintaining all applicable insurance coverage to include but not be limited to Workmen's Compensation, personal liability, casualty, additional medical, and automobile coverage. SECTION 9. STATUS OF THE CONSULTANT Consultant's obligations under this Agreement consist solely of the Consulting Services described herein. In no event shall Consultant be considered as the employee or agent of Company or otherwise represent or bind Company. For purposes of this Agreement, Consultant is an Independent Contractor and will not be considered an employee of the Company for any purpose. All final decisions with respect to acts of Company or its affiliates, whether or not made pursuant to or in reliance on information or advice furnished by Consultant hereunder, shall be those of Company or such affiliates and Consultant shall under no circumstances be liable for any expense incurred or loss suffered by Company as a consequence of such actions or decisions. Further, the Consultant acknowledges and agrees that: A. The Consultant meets all required licensing and registration requirements of the business in which the Consultant will perform duties for the Company; B. The Consultant shall hold harmless and indemnify the Company against all claims, liabilities, expenses, losses, damages, or penalties incurred by the Consultant as a result of (a) the failure of the Consultant to perform any ESP Confidential Page: 4 of 10 covenant required to be performed by Consultant under this Agreement, or (b) any accident, damage, death, or injury (physical or monetary) whatsoever arising from any occurrence in or upon the premises and resulting from the acts or omissions of Consultant, its agents, contractors, employees, servants, licensees, or invitee's during the term of this Agreement; provided, however, that Consultant shall not be obligated to indemnify against liabilities, expenses, losses or penalties suffered in whole or in part as a result of the negligence of the Company, its agents, contractors, employees, servants, licensees, or invitee's. SECTION 10. COVENANT NOT TO COMPETE The Consultant agrees that he/she shall not, for a period of twelve (12) months following the date of the termination of this Agreement, within a radius of one hundred (100) miles in every direction from the location of any place of business of the Company, directly or indirectly engage in the same or similar business to that of the Company, or become interested in (which shall include but not be limited to becoming an employee, agent, owner, partner, shareholder, lender, or guarantor) any other business or venture which is the same or similar to that of the Company. The Consultant agrees that the remedy at law for any breach of any provision of this article shall be inadequate and that, in addition to any other remedies that the Company may have, the Company shall be entitled to injunctive relief without bond. SECTION 11. GENERAL PROVISIONS A. HEADINGS. All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction or intent of this Agreement or any provision thereof. If a conflict exists between any heading and the text of this Agreement, the text shall control. B. GENDER. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof, wherever the context and facts require such construction. C. AMENDMENT. This Agreement may be amended or modified at any time and in any manner but only by an instrument in writing executed by the parties hereto. D. WAIVER. All the rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights and remedies provided by law. No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this Agreement. The consent of any party where required hereunder to any act or occurrence shall not be deemed to be a consent to any other act or occurrence. ESP Confidential Page: 5 of 10 E. NOTICE. Any notice required to be given under the terms of this Agreement shall be deemed to have been received when either hand-delivered or when mailed via certified or registered mail to: IF TO CONSULTANT: Craig Grossman 1444 Edwards Drive Point Roberts, Washington 98281 ESP 1111 E. Tahquitz Canyon Way, Suite 110 Palm Springs, California 92262 ESP 1111 E. Tahquitz Canyon Way, Suite 110 Palm Springs, California 92262 IF TO COMPANY: IF TO PARENT: F. ENTIRE AGREEMENT. This instrument contains the entire Agreement between the parties hereto with respect to the transactions contemplated by the Agreement. All prior agreements and undertakings with respect thereto are hereby terminated and shall be of no force or effect. This Agreement may be executed in any number of counterparts but the aggregate of the counterparts together constitute only one (1) and the same instrument. G. EFFECT OF PARTIAL INVALIDITY. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be constructed as if it never contained any such invalid, illegal, or unenforceable provisions. H. GOVERNING LAW. This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of California. I. ATTORNEYS' FEES. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover actual attorneys' fees and costs from the other party. The attorneys' fees may be ordered by the court in the trial of any action described in this paragraph or may be enforced in a separate action brought for determining attorneys' fees and costs. J. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Agreement. K. MUTUAL COOPERATION. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and ESP Confidential Page: 6 of 10 further documents and take such other and further actions as may be necessary or convenient to effect the transactions described herein. L. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors, any rights or remedies under or by reason of this Agreement, unless this Agreement specifically states such intent. M. NO PRESUMPTION. Should any provision of this Agreement require judicial interpretations, the court interpreting or consulting the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party, by reason of the rule of construction that a document is to be construed more strictly against the person who himself or through his agents prepared the same, it being acknowledged that both parties have participated in the preparation hereof. IN WITNESS WHEREOF, the parties have executed this Agreement on the 20th day of December, 2006. CONSULTANT: COMPANY: /s/ Craig Grossman ----------------------------------- /s/ Lyle Watkins ----------------------------EVP ESP Confidential Page: 7 of 10 EXHIBIT A Consultant, as an independent contractor, will use his best efforts to provide the following Services to the Company during the term of this Agreement: A. Conduct business on behalf of the Company as the Manager of Business Development. B. Establish and supervise the operation of the Company's branch offices in the State of Washington; and C. Refer purchasers of Company franchises to the Company for the sale of franchises in all territories where the Company is legally permitted to sell franchise. D. Refer purchasers of Company Certified Environmental Home Inspector Certification program. E. Provide verbal and written support for the development of processes, procedures, presentations and other marketing material; and for development of new programs and markets including associated marketing material as requested by the Company. ESP Confidential Page: 8 of 10 EXHIBIT B In consideration for the Services to be performed by Consultant for the Company and provided Consultant complies with standard procedures outlined by management of the Company for all business development managers the Company shall, A. pay to Consultant a fee in the amount of $6,000.00 per month of which $1,200.00 will be paid as W-2 earnings through the Company's contracted professional service company during the Term (as herein defined) of this Agreement, B. provide Consultant access to health insurance during the Term of this Agreement that is comparable to the health insurance policy made available to officers of the Company to a maximum value of $390.00 per month, C. pay Consultant a referral fee equal to 8% of all initial franchise fees collected by the Company in cash from franchisees referred to the Company by Consultant during the Term of this Agreement, D. pay Consultant a commission fee equal to $300.00 for each Certified Environmental Home Inspector fee fully collected by the Company from individuals or as part of a master franchise as referred to the Company by Consultant during the Term of this Agreement, provided Consultant complies with standard procedures outlined by management of the Company, and E. the Company will provide all sales leads for Certified Environmental Home Inspector to Consultant, this exclusivity will be terminated if the Consultant fails to be timely in contacting leads, F. if Company discounts the Certified Environmental Home Inspector fee the Consultants commission fee will not be reduced. Consultant has no approval to discount any fees. G. Company shall pay fees according to the following payment schedule: a. W-2 earnings will be paid as per the Company's current payroll schedule; and b. balance of monthly fee ($6,000.00 minus W-2 earnings) will be paid by the 10th day of the month following the receipt of Consultants invoice; and c. commission fee will be paid on the 15th day of the month following Company's receipt of fully paid Certified Environmental Home Inspector fee. ESP Confidential Page: 9 of 10 H. The Parent agrees to issue to Consultant 500,000 warrants to purchase 500,000 shares of the Parent's common stock at an exercise price of $0.75 per share and exercisable for a period of five years, subject to customary adjustments for stock splits, stock dividends and similar transactions within 30 days of execution of this Agreement. I. Each Party to this Agreement will bear its own expenses incurred in connection with this Agreement. ESP Confidential Page: 10 of 10 EXHIBIT 14.1 CODE OF CONDUCT EXHIBIT 14.1 ENVIRONMENTAL SERVICE PROFESSIONALS, INC. CODE OF CONDUCT (ADOPTED APRIL 10, 2007) OUR COMMITMENT TO ETHICAL BUSINESS PRACTICES The Environmental Service Professionals, Inc. Code of Conduct (this "Code") is a guide for our directors, officers, and employees to the application of legal and ethical practices to their services for Environmental Service Professionals and its subsidiaries (the "Company"). This Code describes not only the areas of the law that are likely to affect the Company, but also references the Company's Employee Handbook. We must each strive for, and accept nothing less than, fair, honest, and ethical conduct in our daily business activities. The Company's Chief Financial Officer (the "Compliance Officer") administers and oversees enforcement of this Code. Every Company director, officer and employee must accept personal responsibility for complying with this Code and reporting any observed or suspected violations. We need everyone's commitment to high ethical standards and compliance with the law to ensure the Company's success. I. PURPOSE, IMPORTANCE, AND APPLICATION OF CODE This Code provides guidance in consideration of today's complex legal and regulatory environment. The policies contained in this Code will enable you to understand your legal and ethical obligations, the Company's commitment to these principles and our expectations of each of you. This Code provides basic guidelines for conduct. Although it covers a wide range of business practices and identifies a number of corporate policies, no code of conduct can cover every issue that may arise. You are expected to use common sense, adhere to common standards of ethical behavior and avoid even the appearance of improper conduct. This Code addresses topics similar to certain policies set forth in the Environmental Service Professionals Employee Handbook (the "Employee Handbook"). This Code does not replace the Employee Handbook, but rather supplements it and, for employees, should be adhered to in conjunction with the Employee Handbook. The Employee Handbook will be updated from time to time to supplement existing policies and to incorporate new policies, as appropriate. II. REPORTING AND ENFORCEMENT A. REPORTING SUSPECTED NON-COMPLIANCE It is only with your help that we can ensure compliance with this Code. Therefore, you are required to report violations of any of the policies in this Code or other behavior that you believe to be illegal or unethical. Any person who knows of such behavior and fails to promptly report it will be subject to corrective action, up to and including termination of employment such person's position with the Company. Reports should be made directly to the Compliance Officer. In addition, any supervisor, manager or other individual who receives a report of improper conduct should pass this information along to the Compliance Officer. If the reporting individual is not satisfied with the response received from the Compliance Officer, such individual may report the matter to a member of the Audit Committee or any other member of the Board of Directors. 1 B. ENFORCEMENT The Company will promptly investigate all reported Code violations. Proven violations of this Code will be treated seriously and will result in immediate corrective action, up to and including termination of employment with the Company. In addition, the Company may take other appropriate legal action for violations of this Code, including reporting illegal behavior to the proper law enforcement or other government authorities or pursuing a civil lawsuit. The Company will also periodically monitor or audit compliance with this Code. You must cooperate fully with any such audits and provide truthful, complete and accurate information to the auditors. C. COOPERATION WITH INVESTIGATIONS AND RETALIATION PROHIBITION Anyone who engages in retaliation, either directly or indirectly, against any individual who in good faith reports a violation of this Code will be subject to corrective action, up to and including termination of his or her employment with the Company. Anyone who believes that retaliation has occurred should promptly inform the Compliance Officer. The Company will cooperate in connection with any investigation by an authorized government body or agency. You are expected to follow any instructions given by management to assist and cooperate in connection with such an investigation. Retaliation for cooperating in an investigation or for providing information in good faith to a government or law enforcement entity or a Company investigator is expressly prohibited. Employees can report incidents of retaliation to their supervisor, manager or the Compliance Officer. Any request for inspection, documents or other information from a government entity should be referred immediately to the Compliance Officer. Moreover, Company employees, including officers and directors, who are contacted by a government entity concerning the Company should promptly inform the Compliance Officer. D. PENALTIES FOR VIOLATIONS OF THE CODE It is each employee's responsibility to resolve with the Compliance Officer any potential conflicts with this Code. Violations of this Code, even in the first instance, may result in disciplinary action up to and including dismissal of employment from or termination of services for the Company. In addition, violations of laws applicable to the Company could result in substantial fines to the Company and individual violators and, in certain instances, imprisonment. No improper or illegal behavior will be justified by a claim that it was ordered by someone in higher authority. No one, regardless of his or her position, is authorized to direct an employee to commit a wrongful act. The Company encourages you to ask questions and seek guidance from your supervisor, the Compliance Officer or the legal department of the Company. E. WAIVERS Any waivers of this Code may be made only by the Board of Directors and any waivers for executive officers or directors must be promptly disclosed to the Company's stockholders. F. COMPLIANCE CERTIFICATION All employees of the Company will be asked to certify this Code upon receipt. By certifying, the employee acknowledges that such employee has read and understands the conditions of this Code. In addition, annual certifications shall be required of employees at the level of senior management and above. III. APPLICABLE POLICIES A. GENERAL BUSINESS CONDUCT GUIDELINES The Company strives to be a good corporate citizen and to achieve our business objectives in a manner that is ethical and consistent with applicable laws. In keeping with these principles, proper conduct includes, but is not limited to, the following: o Complying with all obligations to report business and financial information (including minutes of voice service, revenues, expenses and capitalization) within the Company, to the public, and to the investment community; 2 o Acting in good faith with respect to contractual and business obligations to third parties (including customers, vendors and contractors); o Entering into contracts and business relationships with third parties on behalf of the Company only where there is a legitimate business purpose and only where all terms of the contract or relationship are believed to be in the best interests of the Company; o Recording the financial results of contracts and business relationships on the Company's books and records, as well as in reports to the public and the investment community, and in accordance with established and acceptable accounting standards; o Striving to ensure that proper compensation is received for all Company services and property; o Striving to ensure proper handling of deposits, cash, receipts, payments, customer and vendor contracts and records; o Placing the interests of the Company, as well as the public's right to have accurate information about the Company, first and always above your personal interests or the interests of third parties; and o Otherwise complying with laws and regulations applicable to the Company, this Code, and the Employee Handbook. B. PROPER DOCUMENTATION AND CONTROLS You are responsible for following any operational, administrative, documentation, and accounting procedures and controls applicable to your areas of responsibility. Internal controls and procedures are designed to provide assurance that (i) the Company's interests and assets are protected and properly used, (ii) the Company's reports are accurate and complete, (iii) procedures are appropriate to achieve the Company's business objectives, and (iv) administrative and accounting policies and procedures are complied with throughout the organization. In carrying out your responsibilities in this area, you should use your reasonable efforts to attempt to assure that: o The Company's accounting and documentation policies and procedures are followed; o All funds, assets and transactions are fully and accurately recorded and entered in the Company's books and records in accordance with the Company's written procedures and with applicable accounting standards, so that accounting records accurately and fairly reflect all business transactions; o No records are falsified in any manner; o There are no unrecorded or "off the books" funds, assets or transactions; o Each entry for expenditure is coded into the account that accurately and fairly reflects the true nature of the transaction; o Reasonable steps are taken to protect Company data from errors, disasters, misuse, unauthorized access and fraud, including data that is transmitted or stored electronically; and o Full access to the Company's books and records is given to the Company's independent public accountants. Any deviation from or deficiency in internal accounting, documentation, or administrative controls must be promptly reported to the Company's Compliance Officer and, if not remedied, to the Audit Committee of the Company's Directors. C. CONTRACTS AND BUSINESS RELATIONSHIPS Contracts and business relationships should only be entered into in situations in which there is a legitimate business purpose. All terms of the transaction should be disclosed and included in the legal documentation supporting the transactions. Transaction documents should only be signed by duly authorized officers, and documents for significant transactions should first be reviewed and approved by the legal department of the Company. Compliance with the terms of the Company's contracts is a necessity. Contracts should be negotiated in good faith. Any reports of business information provided by the Company to third parties must be in accordance with contractual requirements. Any question concerning the interpretation of a contract should be referred to the legal department of the Company. 3 D. CONFLICTS OF INTEREST Directors, officers and employees have a fiduciary duty to the Company at all times. A conflict of interest occurs when an individual's private interest interferes in any way with the interests of the Company. No one should utilize his or her position with the Company for personal advantage or gain outside of the compensation and benefits received in the normal course of employment. A complete description of the Company's CONFLICT OF INTEREST policy is contained in the Employee Handbook. E. PROTECTION OF COMPANY INFORMATION, PRIVILEGED INFORMATION AND INTELLECTUAL PROPERTY You must ensure that all business information meant to be kept confidential is properly protected. Provided below is an overview of the Company's guidelines on protection of such information. A more detailed discussion of these topics is contained in the Company's Confidentiality & Non-Solicitation Agreement. 1. Proprietary and Confidential Information Proprietary information developed or acquired by the Company and not freely available to others is a valuable asset that must be protected against theft, loss or inadvertent public disclosure. Proprietary information includes, for example, marketing plans, prices and sensitive or restricted information about Company customers, vendors, contractors or joint venture partners. Therefore, disclosure of such information should be limited to those within the Company who have a need to know and should not be disclosed outside the Company without authorization from the legal department of the Company. Because these limitations on disclosure apply even after association with the Company ends, upon separation from the Company for any reason, employees must return any material containing restricted information and must refrain from disclosing any such protected information. 2. Privileged Information The law recognizes an attorney-client privilege that shields certain confidential communications between the Company's directors, officers and employees, on the one hand, and the Company's attorneys from disclosure. To protect this privilege, communications to and from the Company's attorneys, work done under the direction of an attorney, and any information designated as privileged must not be disclosed to others unless authorized by the legal department of the Company. 3. Trademarks, Copyrights and Other Intellectual Property The Company's corporate identity, logo, trademarks and service marks are valuable business assets that represent the Company's good will and reputation. The Company's rights may be destroyed or diluted by improper use. Similarly, many materials, including articles, software, photographs, books, magazines and other items used in the course of employment are protected by copyright laws. Reproducing, distributing or altering copyrighted materials without permission of the copyright owner is illegal and may result in violations subject to civil penalties. In the performance of assigned duties, employees may develop ideas, inventions or software or create original works of authorship relating to the business of the Company (referred to herein as "Intellectual Property"). In consideration of the compensation paid to each employee by the Company, it is the understanding between the Company and each employee that the Company shall have full ownership of the Intellectual Property. Each employee shall do all things that may be necessary to establish, protect and maintain the rights of the Company or its nominee in the Intellectual Property. F. GOVERNMENT RELATIONS, CAMPAIGN FINANCE, AND POLITICAL ACTIVITY The Company may engage in activities to foster positive relationships with government entities and to express its views and the views of the industry within the political process. The Company may make corporate campaign contributions to certain state or local political parties, political committees and candidates for elective public office, as permitted by applicable law. As a corporate citizen, the Company may also express its views on public issues affecting organization, its shareholders and employees or the geographic areas in which it operates. IF EMPLOYEES ENGAGE IN PERSONAL POLITICAL ACTIVITY ON THEIR OWN TIME, THEY MUST TAKE CARE NOT TO IMPLY THAT THEY ARE ACTING ON BEHALF OF THE COMPANY. 4 G. EQUAL EMPLOYMENT The Company provides equal employment opportunities to all qualified persons and expects all of its officers, directors and employees, in acting on behalf of the Company, to adhere to laws, regulations, and corporate policies relating to equal opportunity and non-discrimination. Additional information on the Company's policies on equal employment opportunity is contained in the Employee Handbook. H. ELECTRONIC COMMUNICATIONS AND USE OF THE INTERNET Everyone who works with the Company's computer resources is responsible for using these resources appropriately and only in a manner that has been authorized. A more detailed description of the Company's policy on this topic is contained in the Employee Handbook. I. SAFETY AND THE ENVIRONMENT A description of the Company's policies on OCCUPATIONAL SAFETY AND HEALTH is contained in the Employee Handbook. Any questions regarding safety, health or environmental concerns or reports of unsafe practices may be directed to your supervisor. All governmental agency inspections (for example, the Occupational Safety and Health Administration, the Environmental Protection Agency, the Department of Transportation, and the Department of Labor) should be immediately reported to the legal department of the Company or the Company's Compliance Officer. J. COMPLIANCE WITH FAIR COMPETITION LAWS Fair competition laws (such as anti-trust laws) were enacted to preserve competition. As a general rule, these laws prohibit conduct that unlawfully restrains trade or seeks to maintain a monopoly in any market. No employee should engage in any behavior that violates fair trade laws. Examples of prohibited conduct include, but are not limited to (i) agreements among buyers of a product or service to establish a common price or (ii) pricing a product or service at a level below its cost for the purpose of driving out competition. Any questions as to whether a specific practice constitutes unfair competition or otherwise violates anti-trust laws should be directed to the Compliance Officer or the Legal Department. K. PROHIBITION ON INSIDER TRADING AND DISCLOSURE OF INSIDE INFORMATION As addressed in further detail in the Company's current Insider Trading Policy, trading in the Company's securities when in possession of inside information or unauthorized disclosure to others of such information is illegal and strictly prohibited. Inside information includes information, either positive or negative, about the Company's business, operations, assets or ownership that has not been publicly disclosed and that would reasonably be expected to result in a change in the market price or value of the Company's securities. Examples of inside information include, but are not limited to (i) financial information or projections, (ii) news of a pending or proposed merger, acquisition, or sale of assets, alliances, or strategic partnerships, (iii) gain or loss of a substantial vendor, customer or contract, (iv) significant new product announcements or technological developments, (v) significant pricing changes, (vi) financial liquidity problems, (vii) significant actions by regulatory bodies (viii) major changes in senior management or (ix) major disputes with material contractors or suppliers. Employees are prohibited from trading based on inside information about the Company or any other company. Employees are also prohibited from disclosing (even inadvertently) such information. The rules on inside trading do not prohibit the exercise of stock options or purchase of shares pursuant to any stock plan that may be adopted. The sale of shares acquired pursuant to the exercise of a stock option or stock plan rights are governed by the rules pertaining to inside trading, however, officers, members of the Board of Directors and other specified individuals may be subject to additional limitations with regard to trading the Company's securities. 5 EXHIBIT 31.1 SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION I, Edward Torres, certify that: 1. I have reviewed this Annual Report on Form 10-KSB of Environmental Service Professionals, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under ESP's supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to ESP by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report ESP's conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer(s) and I have disclosed, based on ESP's most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (of persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: April 17, 2007 /s/ Edward Torres --------------------------------------Edward Torres, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) EXHIBIT 31.2 SECTION 302 CERTIFICATION EXHIBIT 31.2 CERTIFICATION I, Michael Fell, certify that: 1. I have reviewed this Annual Report on Form 10-KSB of Environmental Service Professionals, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under ESP's supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to ESP by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report ESP's conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer(s) and I have disclosed, based on ESP's most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (of persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: April 17, 2007 /s/ Michael Fell ------------------------------------Michael Fell, Chief Financial Officer (Principal Accounting Officer) EXHIBIT 32.1 SECTION 906 CERTIFICATION Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Environmental Service Professionals, Inc. (the "Company") on Form 10KSB for the period ending December 31, 2006 (the "Report") we, Edward Torres, Chairman and Chief Executive Officer of the Company, and Michael Fell, Chief Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge and belief: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 17, 2007 \s\ Edward Torres --------------------------------------------------Edward Torres, Chairman and Chief Executive Officer \s\ Michael Fell --------------------------------------------------Michael Fell, Chief Financial Officer This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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