Exhibit 99.1
                    REDEMPTION, LOCK-UP AND VESTING AGREEMENT


         This  Redemption,  Lock-up and Vesting  Agreement (the  "Agreement") is
made  and  entered  into  as of the  1st day of  November  2006  by and  between
Environmental Service Professionals, Inc., a Nevada corporation (the "Company"),
and the  individual  shareholders  of the  Company  listed on  Schedule 1 hereto
(collectively the "Executive"), with respect to the following facts:


                                 R E C I T A L S

         WHEREAS,  the  Executive  is the  record  owner  of the  shares  of the
Company's  common stock (the  "Shares")  noted in Schedule 1 of this  Agreement,
which  represents  a portion of their  overall  ownership of  securities  in the
Company.

         WHEREAS,  the  Executive  and  the  Company  desire  to  enter  into an
agreement which provides for a redemption of a portion of the Shares and lock-up
of the balance of the Shares in order to  facilitate  the  Company's  ability to
raise capital.

         WHEREAS,  in  consideration  for  permitting  the Company to redeem and
lock-up  the Shares the  Company  has  agreed to attach  piggyback  registration
rights to the Shares as the Shares are released from the lock-up.

         NOW,  THEREFORE,  for good and valuable  consideration  the receipt and
sufficiency to which are hereby  acknowledged  by the parties to this Agreement,
and in light of the  above  recitals  to this  Agreement,  the  parties  to this
Agreement hereby agree as follows:

1.       REDEMPTION OF SHARES.

         Effective on the date first above  written,  the Executive  will submit
the stock certificate(s) representing the number of Shares set forth on Schedule
1 to this  Agreement to the Company,  with stock  transfer  powers  endorsed and
attached for submission to the Company's  transfer agent for  cancellation.  The
Company will  instruct the transfer  agent to record the  cancellation  of those
Shares on the stock registry  records of the Company.  The balance of the Shares
will be subject to the lock-up and escrow in  accordance  with Section 2 of this
Agreement.

2.       LOCK-UP AND ESCROW OF SHARES.

         Subject to Section 6 of this Agreement, the Shares listed on Schedule 2
of this  Agreement will be subject to the escrow,  lock-up and release  schedule
set forth on Schedule 2 of this  Agreement.  The lock-up  periods  indicated  on
Schedule 2 are  referred to herein as the "Lock-up  Period."  During the Lock-up
Period,  the  Executive  will not,  without  the prior  written  consent  of the
Company,  directly or indirectly,  (i) offer,  sell, offer to sell,  contract to
sell,  hedge,  pledge,  sell any option or contract to  purchase,  purchase  any
option or  contract to sell,  grant any option,  right or warrant to purchase or
sell (or  announce  any offer,  sale,  offer of sale,  contract of sale,  hedge,
pledge,  sale of any option or contract to  purchase,  purchase of any option or
contract  of sale,  grant of any  option,  right or warrant to purchase or other
sale or  disposition),  or  otherwise  transfer or dispose of (or enter into any
transaction  or device that is designed to, or could be expected  to,  result in
the disposition by any person at any time in the future),  any securities of the
Company or securities of the Company into or for which a security of the Company
may be  converted,  exercised  or  exchanged,  whether  by  operation  of law or

                                      -1-
<PAGE>

otherwise (each, a "Successor Security"), beneficially owned, within the meaning
of Rule  13d-3  under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  by the  Executive on the date of this  Agreement or hereafter
acquired or (ii) enter into any swap or other agreement or any transaction  that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of any security of the Company or Successor  Security,  whether any
such swap or transaction  described in clause (i) or (ii) above is to be settled
by  delivery  of  any   security   of  the   Company  or   Successor   Security.
Notwithstanding  the  foregoing,  the Executive may transfer any security of the
Company or Successor  Security (i) as a bona fide gift or gifts,  provided  that
prior to such transfer the donee or donees  thereof agree in writing to be bound
by  the  restrictions  set  forth  herein,  (ii)  to  any  trust,   partnership,
corporation  or other  entity  formed for the direct or indirect  benefit of the
undersigned or the immediate family of the  undersigned,  provided that prior to
such  transfer  a duly  authorized  officer,  representative  or trustee of such
transferee  agrees in writing to be bound by the  restrictions set forth herein,
and provided  further that any such transfer shall not involve a disposition for
value,  (iii) if such  transfer  occurs by  operation  of law,  such as rules of
descent  and  distribution,  statutes  governing  the  effects  of a merger or a
qualified  domestic  order,  provided that prior to such transfer the transferee
executes an agreement  stating that the  transferee is receiving and holding any
security of the Company or Successor  Security subject to the provisions of this
Agreement, or (iv) in a private transaction,  provided that the transfer is made
in compliance  with  applicable  securities  laws and the  transferee  agrees in
writing to be bound by the  provisions  of this Section 2. For purposes  hereof,
"immediate  family" means any relationship by blood,  marriage or adoption,  not
more remote than first cousin.  Shares subject to the lock-up under Section 2 of
this  Agreement  will be held in  escrow by  Company  corporate  legal  counsel,
endorsed with signed stock transfer  powers having bank  medallion  guarantee on
the signatures.  The escrow agent will release the stock certificates evidencing
Shares  released  from the  lock-up in  accordance  with this  Agreement  to the
Executive entitled to them, subject to Section 6 of this Agreement.

3.       PIGGYBACK REGISTRATION RIGHTS.

         With  respect to Shares  that are  released  from the  lock-up  and the
escrow  pursuant  to Section 2 of this  Agreement,  subject to Section 6 of this
Agreement ("Registrable Securities"),  if the Company determines to register any
of its securities for its own account, other than a registration relating solely
to employee  benefit plans or a  registration  relating  solely to a transaction
pursuant to Rule 145  promulgated  under the Securities Act or a registration on
any  registration  form which does not permit  secondary sales, the Company will
promptly  give  the  Executive  written  notice  thereof  and  include  in  such
registration  (and any  related  qualification  under  blue sky laws) and in any
underwriting  involved therein,  the number of shares of Registrable  Securities
specified in a written request made by the Executive  within ten (10) days after
receipt of such  written  notice from the Company (the  "Piggyback  Registration
Right").   Notwithstanding   anything  else  herein  to  the  contrary,  if  the
representative of the underwriters in any underwritten  registration advises the
Company in writing that marketing  factors require a limitation of the number of
Registrable  Securities to be underwritten,  the  representative may (subject to
the  limitations set forth below) exclude all  Registrable  Securities  from, or
limit the number of Registrable  Securities to be included in, the  registration
and underwriting.  In connection with any such  registration,  the Company,  the
Executive,  and any  underwriters  participating  therein,  shall  enter into an
indemnification  agreement  with such terms and  conditions  as are customary in
similar  transactions,  provided  that in no event  shall the  liability  of the
Executive pursuant to such indemnity exceed the gross proceeds from the offering
received by such holder.

4.       COMPANY RIGHT OF FIRST REFUSAL.

         Before there can be a valid sale or transfer of any of the Shares,  the
Executive must first offer his Shares to the Company in the following manner:

                                      -2-
<PAGE>

                  (a)      DELIVERY OF NOTICE.

                  The  Executive  shall deliver a notice  ("Initial  Notice") in
writing  in the  manner  set forth in  Section 8 below to the  Secretary  of the
Company  stating  the  price,  terms  and  conditions  of the  proposed  sale or
transfer,  and the identity of the proposed purchaser.  For a period of ten (10)
days thereafter, the Company shall have the prior right to elect to purchase all
of the  Shares so  offered  (and not less than  all) at the  purchase  price and
subject  to the terms of  payment  set forth in  subparagraph  4(d)  below  (the
"Purchase Price"), provided, that the Company must close the purchase within ten
(10) days after  electing to purchase the Shares.  The Company must exercise its
rights by  delivering  to the  Secretary,  in the  manner set forth in Section 8
below,  a written offer to purchase all of the Shares within ten (10) days after
receipt of the Secretary's  notice,  and by closing the purchase within ten (10)
days  thereafter.  If the Company  does not offer to purchase  all of the Shares
being offered for sale by the Executive,  then the Secretary shall so notify the
Executive at the termination of the Company's ten (10) day option period.

                  (b)      FAILURE TO PURCHASE ALL SHARES.

                  If the Company  does not offer to  purchase  all of the Shares
referred  to in the  Initial  Notice  to  the  Secretary  having  been  made  in
accordance with the foregoing provisions,  the Executive may dispose of all said
Shares to any person or persons he or she may so desire; provided, however, that
(i) the  Executive  shall not  transfer  said Shares at a different  price or on
different  terms  than  those   specified  in  the  Initial  Notice;   (ii)  the
contemplated  sale  must take  place  within  sixty  (60) days from the date the
Secretary  gives notice to the  Executive  as set forth in the last  sentence of
subparagraph  4(a) above,  or the  Executive  must again  comply with all of the
requirements of this Section 4 of the Agreement,  (iii) the sale or transfer may
not occur if it would jeopardize the Subchapter S status of the Company,  if the
Company has elected  Subchapter S status,  and (iv) the sale or transfer may not
occur  if the  buyer  is not a  bona-fide  buyer.  In any  sale of  Shares,  the
Executive  shall comply with all federal and state  securities  laws,  rules and
regulations.

                  (c)      WAIVER.

                  The  restrictions  on transfer  of Shares as provided  herein,
other than the restriction relating to the rules and regulations of any state or
federal  governmental agency, may be waived by the filing of a written waiver of
said restrictions with the Secretary of the Company,  signed by the President or
Chief   Executive   Officer  the  Company.   The  waiver  shall  designate  with
particularity the transaction as to which the waiver is effective.

                  (d)      PAYMENT TERMS FOR PURCHASE BY COMPANY.

                  Should the Company  exercise  the right to purchase the Shares
of the Executive, then the Purchase Price shall be the price and terms stated in
the Initial  Notice of the  Executive  to the  Secretary  of the  Company  given
pursuant to subparagraph 4(a) above.

                  (e)      PERMITTED TRANSFERS.

                  Subject  to  the  terms  of  this  Agreement,  Shares  may  be
transferred at any time to Executive's  children or to any trust for the benefit
of the Executive or any such  relative  (provided the Executive is the trustee),
without being subject to a purchase option by the Company;  provided,  that said
transferees agree in writing to be bound by all of the terms of this Agreement.

                                      -3-
<PAGE>

5.       LIMITATIONS ON SALES OF SHARES.

         During  Executive's  employment with the Company,  Executive  covenants
that each month Executive will not sell, transfer, or assign more than 8% of the
released  Shares.  Executive  also  covenants  that  after  the  termination  of
Executive's  employment  with the Company for any reason,  each month  Executive
will not sell,  transfer or assign more than 4% of the  released  Shares,  after
waiting for a period of 120 days after  termination to sell or otherwise dispose
of any  Shares,  provided,  however,  that  the  Company's  Chairperson  has the
authority to waive the 4% restriction in the case of a voluntary termination.

6.       CANCELLATION OF SHARES UPON TERMINATION OF EMPLOYMENT FOR CAUSE.

         In the event of the "termination for cause" (as that term is defined in
this Section 6 of the Agreement) of the  Executive's  employment by the Company,
all  unvested  Shares  on the  date  of such  termination  will  immediately  be
cancelled.  For the purposes of this  Agreement,  "termination  for cause" means
termination  of  Executive's  employment  by the Company due to (a)  Executive's
conviction  of,  or the entry of a  pleading  of  guilty  or nolo  contendre  by
Executive to, a felony or crime  involving moral  turpitude,  or (b) Executive's
failure to comply with any material  provision of this Agreement that results in
material  damage to the Company,  or (c) an act of fraud  committed by Executive
against the  Company,  or (d) a willful act by Executive as a result of which he
receives a material improper personal benefit at the expense of the Company,  or
(e)  Executive's  demonstration  of  negligence  or  willful  misconduct  in the
execution  of his  material  assigned  duties,  or (f) a breach  of  Executive's
fiduciary  duty to the Company,  to the Board of  Directors or to the  Company's
shareholders or (g) Executive's imparting  confidential  information relating to
the  Company to a third  party,  other than in the  course of  carrying  out the
Executive's  duties,  which has  resulted  in  material  damage to the  Company,
provided,  that the  circumstances  described in subparagraphs (b) and (e) above
are not as a result of Executive's death, disability or retirement.

7.       TERM AND TERMINATION.

         This  Agreement  will be effective as of the date first above  written,
and will  continue  until all of the Shares are vested or the  expiration of the
limitation on sales set forth in Section 5 of this Agreement.

8.       NOTICES.

         Any notice required or permitted to be given pursuant to this Agreement
shall be in writing and shall be:

                  (a)  sent  by   overnight   carrier  or   facsimile  or  email
transmission  (in which case it shall be deemed  delivered upon actual receipt);
or,

                  (b) placed in the United States mail,  certified mail,  return
receipt requested, postage prepaid and addressed as provided in this section (in
which case, it shall be deemed delivered five (5) days after such mailing); or,

                  (c)  personally  delivered  (in which  case it shall be deemed
delivered upon actual receipt) to, in all cases under Sections 8(a), (b) and (c)
of this Agreement,  the name,  address,  telephone and/or facsimile  numbers set
forth below (or to such other  address or  addresses as will be specified in any
notice given):

                                      -4-
<PAGE>

         If to the Company:            Environmental Service Professionals, Inc.
                                       1111 East Tahquitz Canyon Way, Suite 110
                                       Palm Springs, California 92262

                                       Telephone No.: (760) 327-5284
                                       Facsimile No.: (760) 327-5630
                                       Email Address:  edtorres@espusa.net

                                       Attention:  Edward Torres,
                                                   Chief Executive Officer

         If to Executive:              The address of Executive listed below
                                       Executive's signature to this Agreement.

9.       WAIVERS.

         If either party shall at any time waive any rights hereunder  resulting
from any breach by the other party of any of the  provisions of this  Agreement,
such waiver is not to be construed as a continuing  waiver of other  breaches of
the same or other provisions of this Agreement.  Resort to any remedies referred
to herein shall not be construed as a waiver of any other rights and remedies to
which such party is entitled under this Agreement or otherwise.

10.      SUCCESSORS AND ASSIGNS.

         Each covenant and  representation  of this Agreement shall inure to the
benefit  of  and  be  binding   upon  each  of  the  parties,   their   personal
representatives, assigns and other successors in interest.

11.      ENTIRE AND SOLE AGREEMENT.

         This Agreement constitutes the entire agreement between the parties and
supersedes  all  other  agreements,  representations,   warranties,  statements,
promises and undertakings,  whether oral or written, with respect to the subject
matter of this  Agreement.  This  Agreement may be modified or amended only by a
written agreement signed by the party against whom the amendment is sought to be
enforced.

12.      CHOICE OF LAW AND VENUE.

         This  Agreement  will be  governed  by the laws of  California  without
giving effect to  applicable  conflict of laws  provisions.  With respect to any
litigation arising out of or relating to this Agreement,  each party agrees that
it will be filed in and heard by the state or federal  courts with  jurisdiction
to hear such suits located in Los Angeles County, California.

13.      COUNTERPARTS.

         This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

14.      ATTORNEYS' FEES AND COSTS.

         In the event that either  party must resort to legal action in order to
enforce  the  provisions  of  this  Agreement  or to  defend  such  action,  the
prevailing   party  shall  be  entitled  to  receive   reimbursement   from  the

                                      -5-
<PAGE>

nonprevailing  party for all  reasonable  attorneys'  fees and all  other  costs
incurred in commencing or defending such action, or in enforcing this Agreement,
including but not limited to post judgment costs.

15.      ASSIGNMENT.

         This  Agreement  shall not be  assignable  by either party  without the
prior  written  consent  of the other  party,  unless  the  assignment  is to an
affiliate of the party,  except that the parties  shall have the right to assign
their  rights  hereunder  to  any  successor  in  interest  whether  by  merger,
consolidation, purchase of assets or otherwise.

16.      REMEDIES.

         Except as otherwise expressly provided herein, none of the remedies set
forth in this Agreement are intended to be exclusive,  and each party shall have
all other  remedies now or hereafter  existing at law, in equity,  by statute or
otherwise.  The  election of any one or more  remedies  shall not  constitute  a
waiver of the right to pursue other available remedies.

17.      SECTION HEADINGS.

         The section  headings in this  Agreement  are included for  convenience
only, are not a part of this Agreement and shall not be used in construing it.

18.      SEVERABILITY.

         In the event that any  provision or any part of this  Agreement is held
to  be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability  shall not affect the validity or  enforceability  of any other
provision or part of this Agreement.

         IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.

COMPANY:                   ENVIRONMENTAL SERVICE PROFESSIONALS, INC.,
                           a Nevada corporation

                           By:
                           ----------------------------------------------------
                           Edward Torres, Chief Executive Officer

EXECUTIVE:
                           ----------------------------------------------------
                           (Signature)

                           ----------------------------------------------------
                           (Print Name)

                           ----------------------------------------------------
                           Address

                           ----------------------------------------------------
                           City                  State                 Zip

                                                  /
                           ----------------------------------------------------
                           Telephone                           Facsimile



                                      -6-
<PAGE>



                                   SCHEDULE 1


                                 SHARE OWNERSHIP


                                 NUMBER OF SHARES               NUMBER OF SHARES
NAME OF EXECUTIVE                   REDEEMED                     REMAINING OWNED
-----------------------          ------------------             ----------------

Edward L. Torres                        43,000                       3,007,000

Michael Fell                                --                       1,000,000

Edward L. Torres                            --                       1,000,000

Lyle Watkins                         1,100,000                       1,000,000

Joe Leone                            1,380,000                         970,000

Hugh Dallas                          1,130,000                         970,000

Peter Torres                         1,430,000                         420,000
                                     ---------                       ---------

         TOTAL                       5,083,000                       8,367,000
                                     =========                       =========



<PAGE>



                                   SCHEDULE 2


                            SHARE LOCK-UP AND RELEASE


                             NUMBER OF SHARES              LOCK-UP PERIOD AND
NAME OF EXECUTIVE           SUBJECT TO LOCK-UP              RELEASE SCHEDULE
-----------------         ----------------------       ------------------------


Edward L. Torres                3,007,000              11/1/06    :   601,400
                                                       11/1/07    :   601,400
                                                       11/1/08    :   601,400
                                                       11/1/09    :   601,400
                                                       11/1/10    :   601,400

Michael Fell                    1,000,000              11/1/06    :   200,000
                                                       11/1/07    :   200,000
                                                       11/1/08    :   200,000
                                                       11/1/09    :   200,000
                                                       11/1/10    :   200,000

Edward L Torres                 1,000,000              11/1/06    :   200,000
                                                       11/1/07    :   200,000
                                                       11/1/08    :   200,000
                                                       11/1/09    :   200,000
                                                       11/1/10    :   200,000


Lyle Watkins                    1,000,000              11/1/06    :   200,000
                                                       11/1/07    :   200,000
                                                       11/1/08    :   200,000
                                                       11/1/09    :   200,000
                                                       11/1/10    :   200,000


Joe Leone                         970,000              11/1/06    :   194,000
                                                       11/1/07    :   194,000
                                                       11/1/08    :   194,000
                                                       11/1/09    :   194,000
                                                       11/1/10    :   194,000

Hugh Dallas                       970,000              11/1/06    :   194,000
                                                       11/1/07    :   194,000
                                                       11/1/08    :   194,000
                                                       11/1/09    :   194,000
                                                       11/1/10    :   194,000

Peter Torres                      420,000              11/01/06   :   420,000


