EXHIBIT 99.1
                            STOCK PURCHASE AGREEMENT


         This Stock  Purchase  Agreement (the  "Agreement")  is made and entered
into as of the 31st day of January 2007 by and among Allstate Home  Inspection &
Household  Environmental Testing, Ltd., a Delaware corporation ("AHI"),  Francis
X. Finigan,  an individual and sole  shareholder of AHI ("Finigan" or "Seller"),
and Environmental Service Professionals, Inc., a Nevada corporation (the "Buyer"
or "Company"), with respect to the following facts:


                                 R E C I T A L S

         A.       Seller owns 100% of the total issued and  outstanding  capital
                  stock of AHI.

         B.       AHI is  engaged in the  business  of home  inspection  and has
                  services available to assess major environmental  concerns for
                  potential homeowners (the "Business").

         C.       The  Company  desires  to acquire  from  Finigan  and  Finigan
                  desires to sell to the  Company  100% of the total  issued and
                  outstanding  stock of AHI in exchange for 1,000,000  shares of
                  the Company's common stock issuable in installments over time,
                  250,000 warrants  entitling him to purchase 250,000 additional
                  shares of the  Company's  common stock at a purchase  price of
                  $0.75 per share  for a period of five  years  from the date of
                  the closing of the purchase under this Agreement,  issuable at
                  such time as specified  in this  Agreement,  plus  $950,000 in
                  cash, payable in installments over time.

         D.       Upon  Closing  (as such term is defined in Section  4.1),  the
                  Company will create an AHI division  (the "AHI  Division")  as
                  described in this Agreement.

         NOW,  THEREFORE,  for good and valuable  consideration  the receipt and
sufficiency of 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.       SALE AND PURCHASE

         1.1 SALE AND PURCHASE OF STOCK. In consideration for the Purchase Price
(as defined in Section 1.2 of this  Agreement)  and the other  covenants  of the
Company in this Agreement, Finigan hereby agrees to convey to the Company all of
his capital stock (the "AHI Stock") and right, title and interest in and to AHI,
on the Closing Date (as defined in Section 4.1 of this Agreement).

         1.2 PURCHASE  PRICE.  As  consideration  for the sale by Finigan of the
shares of AHI Stock to the Company on the Closing Date,  the Company will pay to
the Seller the following (the "Purchase Price"): (i) $950,000 in cash (the "Cash
Payment"),  payable  as  provided  in  Section  1.2(a) of this  Agreement,  (ii)
1,000,000  shares  (the  "Shares")  of the  Company's  common  stock (the "Stock
Payment"),  issuable as provided in Section 1.2(b) of this Agreement,  and (iii)
250,000 warrants  entitling Seller to purchase 250,000  additional shares of the

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Company's  common stock at a purchase  price of $0.75 for a period of five years
from  the  Closing  Date,   issuable  275  days  after  the  Closing  Date.  The
certificates evidencing the Shares will bear the following legend:

          "THE SHARES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND MAY NOT BE SOLD,
          TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED
          UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

         (a)      CASH  PAYMENT.  Seller is to receive a total  cash  payment of
                  $950,000 as part of the Purchase  Price,  subject to the terms
                  and conditions of this  Agreement.  The Cash Payment to Seller
                  shall be made as follows:  (i) $250,000  paid upon Closing (as
                  defined in Section 4.1 of this Agreement),  (ii) $100,000 paid
                  30 days  after  Closing,  (iii)  $50,000  paid  60 days  after
                  Closing,  (iv)  $50,000  paid  120  days  after  Closing,  (v)
                  $200,000 paid 180 days after  Closing,  and (vi) $300,000 paid
                  275 days after Closing.

         (b)      COMPANY  SHARES.  Seller is to  receive  a total of  1,000,000
                  shares of the  Company's  common stock as part of the Purchase
                  Price,  subject to the terms and conditions of this Agreement.
                  The Stock Payment will be made as follows:  (i) 250,000 shares
                  upon Closing, (ii) 100,000 shares 30 days after Closing, (iii)
                  50,000  shares 60 days after  Closing,  (iv) 50,000 shares 120
                  days after Closing, (v) 200,000 shares 180 days after Closing,
                  and, (vi) 350,000 shares 275 days after Closing.

         (c)      COMPANY  WARRANTS.  Seller  will be issued a total of  250,000
                  warrants on a date 275 days after  Closing  which will entitle
                  him to  purchase  up to  250,000  additional  shares of common
                  stock of the  Company at a  purchase  price of $0.75 per share
                  for a period of five years from the Closing.

         (d)      HOLDING PERIOD AND PIGGYBACK  REGISTRATION  RIGHTS. All Shares
                  of the  Company's  common  stock  and  all  of  the  Company's
                  warrants  issued to Seller by the Company under this Agreement
                  shall be held by  Finigan  for a period  of at least  one year
                  from  the  date of  Closing.  Furthermore,  Seller  will  have
                  piggyback  registration  rights with respect to the Shares and
                  the shares  underlying  the  warrants,  subject  to  potential
                  adjustment by the underwriter for such registration statement,
                  if any.  Accordingly,  the Company agrees to notify the Seller
                  in  writing  at least  ten days  prior  to the  filing  of any
                  registration statement by it under Section 5 of the Securities
                  Act of 1933,  as  amended,  on Form S-1,  SB-2 or S-3,  and to
                  include  all of  Seller's  Shares  and shares  underlying  the
                  warrants that are requested by him in writing for inclusion in
                  the registration  statement,  subject to the underwriter's (if
                  any) reasonable approval.

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2.       COVENANT NOT TO COMPETE.

         As an inducement to Buyer to enter into and to perform its  obligations
under this Agreement,  Finigan  covenants to enter into a non-compete  agreement
with the Buyer on the Closing  Date  pursuant to which  Finigan  will agree that
during the term of his employment  with the Company and for so long as Seller is
an  officer,  director,  employee  or  consultant  of the  Company or any of its
subsidiaries or affiliates,  he will not directly or indirectly,  whether (a) as
an  employee,  agent,  consultant,  employer,  principal,  partner,  officer  or
director; (b) holder of more than five percent of any class of equity securities
or more than five  percent  of the  aggregate  principal  amount of any class of
equity securities or more than five percent of the aggregate principal amount of
any  class of debt,  notes or bonds of a company  with  publicly  traded  equity
securities;   or  (c)  in  any  other  individual  or  representative   capacity
whatsoever,  for his own account or the  account of any other  person or entity,
engage in any business or trade competing with the then business or trade of the
Buyer or its affiliates in the United States except for the activities expressly
allowed  pursuant  to  Section  4.6  (the  "Non-Compete   Agreement").   Finigan
acknowledges  that the  restrictions  set  forth in this  Section 2 are fair and
reasonable  with respect to their  duration,  scope and area. If, at the time of
enforcement  of this Section 2, a court holds that the  duration,  scope or area
restrictions  stated herein are unreasonable under  circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under such
circumstances will be substituted for the stated duration, scope or area. In the
event of any  material  breach of any  provisions  of this Section 2, Buyer will
have the right,  in addition to any other  rights and  remedies  existing in its
favor hereunder, to enforce its rights and the obligations of Finigan under this
Section 2 not only by an action or actions  for damages but also by an action or
actions for specific  performance and/or injunctive or other equitable relief in
order to enforce or prevent any  violations  of the  provisions of this Section.
Notwithstanding  anything to the contrary  contained herein,  the obligations of
Seller  described  in this  Section 2 shall not impact or  otherwise  affect the
actions expressly allowed by Section 4.6.

3.       EMPLOYMENT

         On the Closing Date (as defined in Section 4.1 of this Agreement),  the
Company will employ  Finigan as the Division  President of the AHI Division with
an annual salary of $130,000.  The term of such employment  arrangement  will be
for a minimum  of 275 days after the  Closing,  and  thereafter  on an "at will"
basis; provided,  however that such 275 day period shall be extended one day for
each day that Seller  extends the time for Buyer to convey the final  portion of
the  Purchase  Price in the event that Seller  extends  such period  pursuant to
Section 8.3(i).  Finigan will handle all day to day  responsibilities of the AHI
Division,  with the  exception  of any tasks to be  handled  by the  Company  as
described in Section 8.1 of this Agreement.  Additionally,  Finigan will oversee
the AHI Division's financial responsibilities as stated and agreed to in the AHI
2007 Budget.  Finigan's  other  responsibilities  shall  include  having the AHI
Division staff prepare the necessary  monthly  financial  documentation  for AHI
needed by the  Company's  management by the 11th day of each month for the prior
month,  finalizing  the AHI 2007  Budget  with  the  Company,  assisting  in the
transfer of AHI staff to the Company's leased staffing program serviced by Kelly
Staffing  within 90 days after  Closing,  and mutually  establishing a five year
plan of action with the Company  that will include a 20-25%  pre-tax  profit for
each year.  Finigan will receive  standard  Company benefits such as medical and
dental  insurance  which can be  extended  to his  family  through  a  cafeteria

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program.  Within 120 days after the Closing,  Finigan  shall be appointed to the
Company's  Board of  Directors,  and agrees to attend two  monthly  meetings  of
Company executives in Palm Springs, California with the expenses to attend to be
paid by the Company.

4.       CLOSING AND FURTHER ACTS.

         4.1 TIME AND  PLACE OF  CLOSING.  Upon  satisfaction  or  waiver of the
conditions  set  forth  in  Section  7 of this  Agreement,  the  closing  of the
transactions  contemplated  by this Agreement (the "Closing") will take place at
1701 North Palm  Canyon  Drive,  Palm  Springs,  California  92262 at 11:00 a.m.
(local time) on the date that the parties may mutually agree in writing,  but in
no event after February 15, 2007 (the "Closing Date"), unless extended by mutual
written agreement of the parties.

         4.2 ACTIONS AT CLOSING. At the Closing, the following actions will take
place:

                  (a) Buyer will pay to Seller the first installment of the Cash
         Payment and Stock Payment of the Purchase Price as described in Section
         1.2 of this Agreement by delivery of (i) the appropriate amount of cash
         or  cash  equivalent  which  will  be  deposited  in a  single  account
         designated  by Seller in a writing  delivered to the Buyer prior to the
         Closing,  and (ii) stock certificates  evidencing the first installment
         of the Stock Payment.

                  (b) Seller will tender to the Company  certificates and/or any
         other documents evidencing 100% ownership of AHI.

                  (c) Seller will deliver to Buyer copies of necessary corporate
         resolutions of the Board of Directors of AHI authorizing the execution,
         delivery,  and  performance of this Agreement and the other  agreements
         contemplated by this Agreement for AHI's execution, and consummation of
         the transactions contemplated by this Agreement, which resolutions have
         been  certified  by an officer of AHI as being  valid and in full force
         and effect.

                  (d) Buyer will deliver to Seller copies of necessary corporate
         resolutions  of  the  Board  of  Directors  of  Buyer  authorizing  the
         execution,  delivery and  performance  of this  Agreement and the other
         agreements  contemplated  by this  Agreement for Buyer's  execution and
         consummation of the transactions contemplated by this Agreement,  which
         resolutions  have been  certified by an officer of Buyer as being valid
         and in full force and effect.

                  (e) Both AHI and the Company  will  deliver to the other party
         true and complete copies of each party's  Certificate of Incorporation,
         as amended,  and a Certificate  of Good  Standing from the  appropriate
         official  of  each  party's   jurisdiction  of   incorporation,   which
         certificates  of good standing are dated not more than 30 days prior to
         the Closing Date.

                  (f) Any additional  documents or instruments  that a party may
         reasonably  request or as may be  necessary  to evidence and affect the


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         sale,  assignment,  transfer and delivery of the AHI Stock to the Buyer
         and the sale,  assignment,  transfer and delivery of the Purchase Price
         to Seller will be delivered.

         4.3 CONDUCT OF BUSINESS  PRIOR TO CLOSING.  After the execution of this
Agreement by the Buyer and until the Closing, AHI will:

                  (a) consistent  with the ordinary  course and past practice of
         business,  maintain the operations and goodwill of the business of AHI,
         and continue its  relationships  with persons having business  dealings
         with AHI; and

                  (b) consistent  with the ordinary  course and past practice of
         business, maintain all of the assets of AHI in their current condition,
         ordinary wear and tear excepted, and insurance on all of said assets in
         such amounts and of such kinds comparable to that in effect on the date
         of this Agreement; and

                  (c) maintain the books, accounts and records of AHI consistent
         with AHI's normal business practices  consistently  applied,  including
         recognition  of revenues  and  expenses,  continue to collect  accounts
         receivable  and pay  accounts  payable  consistent  with  AHI's  normal
         procedures and without  discontinuing  or accelerating  payment of such
         accounts  and  comply  with  all  contractual  and  other   obligations
         applicable to AHI consistent with its normal business practices; and

                  (d) not make any change to, or otherwise amend in any material
         way, the contracts with, salaries,  wages or other compensation of, any
         officer,  director,  agent  or  other  similar  representative  of  AHI
         (including  any  increase in any  benefits or benefit plan costs or any
         change in any bonus, insurance,  pension, compensation or other benefit
         plan) except as consistent  with the ordinary  course and past practice
         of business; and

                  (e) not hire any officer,  director,  employee, agent or other
         similar  representative  of AHI  except  employees  hired in the normal
         course of business and  consistent  with the  ordinary  course and past
         practice of business; and

                  (f) not incur any material  indebtedness  for  borrowed  money
         except consistent with the ordinary course of business,  and not pledge
         or grant liens or security  interests in any of the AHI's assets except
         consistent with the ordinary course and past practice of business; and

                  (g) not sell,  transfer  or  dispose  of any  material  assets
         except for sales  consistent with the ordinary course and past practice
         of business; and

                  (h) not  distribute  any material  assets of AHI to any of its
         shareholders  or other  affiliates of AHI, or to any other party except
         consistent with the ordinary course and past practice of business.

         4.4 NO  SOLICITATION  AND DUE  DILIGENCE.  AHI will  not,  nor will AHI
encourage, facilitate, solicit, or authorize any of its shareholders, directors,
officers,  employees,  agents or  representatives  to  solicit or enter into any
discussion  (or continue any  discussion)  with any third party  (including  the

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provision of any  information to a third party),  or enter into any agreement or
understanding  of any kind  regarding the  purchase,  sale,  lease,  assignment,
conveyance  or other  disposition  or  acquisition  of all or any portion of its
assets,  its business or any capital stock of AHI, for the period  commencing on
the date first above written and extending until February 15, 2007.  During this
period and until the Closing or  termination of this  Agreement,  AHI and Seller
will fully  cooperate with the Buyer and its  representatives  to enable them to
conduct  complete due  diligence of AHI, its business,  and the books,  records,
financial  statements  and  documents  relating to AHI and its  business  during
normal business hours.

         4.5  TERMINATION  OF  AGREEMENT.  This  Agreement  may be terminated by
either  party  upon  written  notice to the  other  party  and  without  further
obligation by either party to the other party,  if the Closing does not occur by
the latest  date  specified  in Section 4.1 of this  Agreement.  Seller may also
terminate  this  Agreement by written notice to Buyer as provided in Section 8.3
of this Agreement.

         4.6 EXCLUSION OF CERTAIN BUSINESS.  Buyer acknowledges that the assets,
stock and  business of AHI at the Closing  will not include  those  specifically
relating to American Radon Laboratory and American Indoor Air Quality Assessment
Service (collectively, the "Excluded Businesses"), which are specifically listed
and  described  on  Schedule  4.6  attached to this  Agreement.  Notwithstanding
anything to the contrary contained herein,  including but not limited to Section
2, Seller is permitted to continue his  involvement in the Excluded  Businesses,
provided  that  such  involvement   does  not  materially   interfere  with  the
performance of his duties and covenants (other than those provided in Section 2)
under this Agreement.

5.       REPRESENTATIONS AND WARRANTIES OF AHI AND SELLER.

         Except as disclosed on the Schedules  attached hereto and  incorporated
herein by reference,  AHI and Seller each individually and not jointly represent
and warrant to Buyer to the best of their respective knowledge as follows:

         5.1 POWER AND AUTHORITY;  BINDING NATURE OF AGREEMENT.  Each of AHI and
Seller has full power and authority to enter into this  Agreement and to perform
their respective obligations hereunder. The execution, delivery, and performance
of this  Agreement by AHI have been duly  authorized by all necessary  corporate
action  on its  part.  Assuming  that  this  Agreement  is a valid  and  binding
obligation of each of the other parties  hereto,  this  Agreement is a valid and
binding obligation of AHI and Seller.

         5.2 SUBSIDIARIES. There is no corporation, general partnership, limited
partnership,  joint venture, association,  trust or other entity or organization
that AHI directly or indirectly  controls or in which AHI directly or indirectly
owns any equity or other  interest with the exception of the  franchisees of AHI
in which AHI has certain  control and  financial  interest as  described  in the
applicable franchise agreement.

         5.3 GOOD STANDING.  AHI (i) is duly organized,  validly existing and in
good standing under the laws of the  jurisdiction  in which it is  incorporated,
(ii) has all necessary  power and authority to own its assets and to conduct its
business as it is  currently  being  conducted,  and (iii) is duly  qualified or
licensed to do business  and is in good  standing  in every  jurisdiction  (both

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domestic and foreign)  where such  qualification  or licensing is required based
upon the current operations of AHI.

         5.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.  AHI has made available to
Buyer  complete and correct  copies or provided  Buyer with the right to inspect
true and complete  copies of all (i) the articles of  incorporation,  bylaws and
other  charter or  organizational  documents of AHI,  including  all  amendments
thereto,  (ii) the stock records of AHI, and (iii) the minutes and other records
of the meetings and other  proceedings of the shareholders and directors of AHI.
AHI is not in violation or breach of (i) any of the  provisions  of its articles
of incorporation,  bylaws or other charter or organizational  documents, or (ii)
any  resolution  adopted by its  shareholders  or directors.  There have been no
meetings or other  proceedings of the  shareholders or directors of AHI that are
not fully reflected in the appropriate  minute books or other written records of
AHI.

         5.5  FINANCIAL  STATEMENTS.  AHI has  delivered,  will deliver prior to
Closing or otherwise make available to Buyer the following financial  statements
relating to AHI (the "AHI  Financial  Statements"):  (i) the  unaudited  balance
sheet, statements of operations,  retained earnings and shareholders' equity for
the  eleven  months  ended  November  30,  2006 and (ii) the  audited  financial
statements  prepared  in  accordance  with GAAP as of and for the twelve  months
ending  December 31, 2004 and 2005,  including  balance  sheets,  statements  of
operations,  statements of stockholders'  equity, cash flow statements,  and all
required  related  footnotes and  schedules.  Except as stated therein or in the
notes thereto,  the AHI Financial  Statements:  (a) present fairly the financial
position of AHI as of the respective dates thereof and the results of operations
and changes in  financial  position of AHI for the  respective  periods  covered
thereby;  and (b) have been  prepared in accordance  with AHI's normal  business
practices applied on a consistent basis throughout the periods covered.

         5.6  CAPITALIZATION.  The  authorized  capital stock of AHI consists of
1,000 shares of common stock,  no par value per share, of which 1,000 shares are
issued and outstanding, and no shares of preferred stock. All of the outstanding
shares  of  the  capital  stock  of AHI  are  validly  issued,  fully  paid  and
nonassessable, are owned by Seller, and have been issued in full compliance with
all applicable federal, state, local and foreign securities laws and other laws.

         5.7 ABSENCE OF CHANGES.  Except as otherwise  set forth on Schedule 5.7
hereto or otherwise  disclosed to Buyer in writing  prior to the Closing,  since
December 31, 2006:

                  (a)  There  has not been any  material  adverse  change in the
         business, condition, assets or operations of AHI.

                  (b) AHI has not (i)  declared,  set aside or paid any dividend
         or made any other  contribution  in  respect  of any  shares of capital
         stock,  nor (ii)  repurchased,  redeemed or  otherwise  reacquired  any
         shares of capital stock or other securities.

                  (c) AHI has not sold or otherwise issued any shares of capital
         stock or any other securities.

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                  (d) AHI has not amended its articles of incorporation,  bylaws
         or other charter or  organizational  documents,  nor has it effected or
         been a  party  to any  merger,  recapitalization,  reclassification  of
         shares,  stock split,  reverse stock split,  reorganization  or similar
         transaction.

                  (e) AHI has not formed any subsidiary or contributed any funds
         or other assets to any subsidiary.

                  (f) AHI has not  purchased or otherwise  acquired any material
         assets,  nor has it leased any material  assets from any other  person,
         except  in  the  ordinary  course  of  business  consistent  with  past
         practice.

                  (g) AHI has not  made  any  capital  expenditure  outside  the
         ordinary course of business or inconsistent  with past practice,  or in
         an amount exceeding ten thousand dollars  ($10,000) singly or in excess
         of fifty thousand dollars  ($50,000) in the aggregate,  without Buyer's
         consent.

                  (h) AHI has not sold or  otherwise  transferred  any assets to
         any other person,  except in the ordinary course of business consistent
         with past practice and at a price equal to the fair market value of the
         assets transferred.

                  (i)  There  has  not  been  any  material   loss,   damage  or
         destruction  to any of the  properties or assets of AHI (whether or not
         covered by insurance).

                  (j) AHI has not written off as uncollectible  any indebtedness
         or  accounts  receivable,  except  for write offs that were made in the
         ordinary  course of business  consistent  with past  practice  and that
         involved  less  than  $10,000  singly  and  less  than  $50,000  in the
         aggregate or as required by Buyer pursuant to Section 8.1.

                  (k) AHI has not leased any assets to any other  person  except
         in the ordinary course of business consistent with past practice and at
         a rental rate equal to the fair rental value of the leased assets.

                  (l) AHI has not mortgaged,  pledged, hypothecated or otherwise
         encumbered  any  assets,  except in the  ordinary  course  of  business
         consistent with past practice.

                  (m) AHI has not entered  into any  contract,  or incurred  any
         debt,  liability  or  other  obligation  (whether  absolute,   accrued,
         contingent or  otherwise),  except for (i) contracts  that were entered
         into in the ordinary  course of business  consistent with past practice
         and that have terms of less than twelve  months and do not  contemplate
         payments by or to AHI which will exceed, over the term of the contract,
         ten  thousand  dollars  ($10,000)  in the  aggregate,  and (ii) current
         liabilities incurred in the ordinary course of business consistent with
         the past practice.

                  (n) AHI has not made any material loan or advance to any other
         person,  except for advances that have been made to customers and sales

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         persons  in the  ordinary  course  of  business  consistent  with  past
         practice   and  that  have  been   properly   reflected   as  "accounts
         receivables."

                  (o) Other  than  annual  raises or  bonuses  paid or  provided
         consistent with past business practices, AHI has not paid any bonus to,
         or materially  increased the amount of the salary,  fringe  benefits or
         other  compensation or  remuneration  payable to, any of the directors,
         officers or employees of AHI.

                  (p) No material  contract or other  instrument to which AHI is
         or was a party or by which AHI or any of its  assets  are or were bound
         has been  amended  or  terminated,  except  in the  ordinary  course of
         business consistent with past practice.

                  (q) AHI has not  discharged any lien or discharged or paid any
         indebtedness,   liability  or  other  obligation,  except  for  current
         liabilities  that (i) are reflected in the AHI Financial  Statements as
         of November 30, 2006 or have been incurred  since  November 30, 2006 in
         the ordinary course of business consistent with past practice, and (ii)
         have  been  discharged  or  paid in the  ordinary  course  of  business
         consistent with past practice.

                  (r) AHI has not  forgiven  any debt or  otherwise  released or
         waived any right or claim,  except in the  ordinary  course of business
         consistent with past practice.

                  (s) AHI has not  changed  its  methods  of  accounting  or its
         accounting practices in any material respect.

                  (t) AHI has not  entered  into  any  transaction  outside  the
         ordinary course of business or inconsistent with past practice.

                  (u) AHI has not agreed or committed  (orally or in writing) to
         do any of the things  described  in  clauses  (b)  through  (t) of this
         Section 5.7.

         5.8  ABSENCE OF  UNDISCLOSED  LIABILITIES.  AHI has no  material  debt,
liability or other  obligation  of any nature  (whether due or to become due and
whether  absolute,  accrued,  contingent or otherwise)  that is not reflected or
reserved against in the AHI Financial Statements as of November 30, 2006, except
for  obligations  incurred  since  November  30, 2006 in the  ordinary and usual
course of business consistent with past practice.

         5.9      CONTRACTS.

                  (a) AHI has  delivered  to Buyer or made  available a complete
         and accurate list or provided Buyer with true and complete copies of or
         otherwise  made  available to Buyer all  contracts or agreements of AHI
         which are (i) material to the Business as currently conducted; (ii) are
         subject  to  default  or  termination  upon a change in control of AHI;
         (iii)  create  a   partnership   or  joint   venture;   (iv)  impose  a
         noncompetition  obligation on AHI, or an officer,  director or employee
         thereof;  or (v)  relating to the  employment  of any  individual  on a
         full-time,   part-time,   consulting,  or  other  basis  (collectively,
         "Material Contracts").

                                      -9-
<PAGE>

                  (b) Each Material  Contract is in full force and effect and is
         valid and  enforceable  in  accordance  with its terms  subject  to the
         effect of applicable bankruptcy, insolvency, reorganization, moratorium
         or other  similar  federal  or  state  laws  affecting  the  rights  of
         creditors  and the  effect or  availability  of rules of law  governing
         specific  performance,  injunctive  relief or other equitable  remedies
         (regardless of whether any such remedy is considered in a proceeding at
         law or in equity).

                  (c) No event has  occurred  or  circumstance  exists  that may
         contravene, conflict with or result in a material violation or material
         breach  of,  or give any  party to a  Material  Contract  the  right to
         declare a material  default or exercise  any remedy  thereunder,  or to
         accelerate the maturity or performance of, or to cancel,  terminate, or
         modify any Material Contract.

                  (d) Neither AHI nor any of its  affiliates  have  received any
         written  notice  regarding  any actual,  alleged or potential  material
         violation  or  material  breach  of, or  material  default  under,  any
         Material Contract which has not been entirely cured.

                  (e) AHI has not and  will  not  enter  into  any new  Material
         Contract after the date of this Agreement without the prior approval of
         the Company, except those agreements that are germane to the day to day
         operation of AHI,  including but not limited to: franchise  agreements,
         short term vendor  contracts less than one year in term,  training sale
         agreements,   consulting   contracts,   and   other   normal   business
         undertakings.

         5.10 ACCOUNTS  RECEIVABLE.  Except as otherwise disclosed in writing to
Buyer prior to the Closing,  all of AHI's accounts  receivable  represent  valid
obligations  arising from sales actually made or services actually  performed in
the ordinary  course of business and have been  collected or are  collectible in
the lawful and ordinary course of business as heretofore  conducted,  subject to
the reserve for bad debt recorded on the AHI Financial Statements.

         5.11     AHI ASSETS.

                  (a) The  execution  and  delivery  of this  Agreement  and the
         consummation of the transactions contemplated hereby will not result in
         a  material  breach  of the  terms  and  conditions  of, or result in a
         material  loss of  rights  under,  or  result  in the  creation  of any
         material lien, charge or encumbrance upon, any of the assets of AHI.

                  (b) AHI has good title to all of its assets  reflected  in the
         AHI  Financial  Statements,  free and  clear of all  mortgages,  liens,
         leases, pledges, charges,  encumbrances,  equities or claims, except as
         expressly  disclosed in writing by Seller to Buyer prior to the Closing
         Date or reflected in the AHI Financial Statements.

                  (c)  AHI  owns  all  copyrights,  trademarks,  and  tradenames
         related to its business and the use of such copyrights, trademarks, and
         tradenames  has not and will not  infringe  on the  rights of any third
         party.

                                      -10-

<PAGE>

                  (d)  Seller  has  provided  to Buyer in  writing a  materially
         accurate  description of all of the material  assets of AHI used in the
         business of AHI,  including  but not limited to a list of all  Material
         Contracts.

                  (e) All of the machinery, equipment, furniture and fixtures of
         AHI as of the Closing Date will be in the same condition as on the date
         of this Agreement, normal wear and tear excepted. AHI hereby conveys to
         Buyer  (to  the  extent  it  is  able  under  the  applicable  warranty
         documents) any and all product  warranty or similar rights that AHI may
         have against third parties in respect of the condition of any assets.

         5.12 COMPLIANCE WITH LAWS; LICENSES AND PERMITS. AHI is not in material
violation  of, nor has it failed to conduct its business in material  compliance
with, any applicable federal, state, local or foreign laws, regulations,  rules,
treaties,  rulings, orders,  directives or decrees. AHI has delivered to Buyer a
complete and accurate list or provided  Buyer with the right to inspect true and
complete copies of all of the licenses,  permits,  authorizations and franchises
to which AHI is  subject  and all said  licenses,  permits,  authorizations  and
franchises  are valid and in full  force and  effect.  Said  licenses,  permits,
authorizations  and  franchises   constitute  all  of  the  licenses,   permits,
authorizations and franchises necessary to permit AHI to conduct its business in
the  manner  in  which it is now  being  conducted,  and AHI is not in  material
violation or material breach of any of the terms,  requirements or conditions of
any of said licenses, permits, authorizations or franchises.

         5.13  TAXES.  Except  as  disclosed  herein,  AHI has  filed  with  the
appropriate United States,  state, local and foreign  governmental  agencies all
tax returns and reports  required to be filed  (subject to permitted  extensions
applicable to such filings),  and has paid or accrued in full all taxes, duties,
charges,  withholding obligations and other governmental  liabilities as well as
any interest,  penalties,  assessments or deficiencies, if any, shown thereon as
owing (including taxes on properties,  income,  franchises,  licenses, sales and
payrolls).  (All such items are collectively referred to herein as "Taxes"). The
AHI Financial Statements fully accrue or reserve all current and deferred taxes.
AHI is not a party to any pending action or  proceeding,  nor is any such action
or proceeding  threatened by any  governmental  authority for the  assessment or
collection of Taxes.  There are no liens for Taxes except for liens for property
taxes not yet delinquent. AHI is not a party to any Tax sharing, Tax allocation,
Tax indemnity or statute of limitations extension or waiver agreement and in the
past year has not been included on any  consolidated  combined or unitary return
with any entity other than AHI. AHI has duly  withheld from each payment made to
each  person  from whom such  withholding  is  required by law the amount of all
Taxes or other sums  (including  but not limited to United States federal income
taxes,  any  applicable   state  or  municipal   income  tax,   disability  tax,
unemployment  insurance  contribution  and Federal  Insurance  Contribution  Act
taxes) required to be withheld therefrom and has paid the same to the proper tax
authorities  prior to the due date thereof.  To the extent any Taxes withheld by
AHI have not been paid as of the Closing  Date  because  such Taxes were not yet
due, such Taxes will be paid to the proper tax  authorities  in a timely manner.
All Tax  returns  filed by AHI  materially  comply  with and  were  prepared  in
accordance with applicable statutes and regulations.

         5.14 ENVIRONMENTAL  COMPLIANCE MATTERS. Without conducting any study or
independent investigation, AHI represents that it has at all relevant times been

                                      -11-
<PAGE>

in  material  compliance  with  all  environmental  laws,  and has  received  no
potentially  responsible  party notices or similar notices from any governmental
agencies or private parties  concerning  releases or threatened  releases of any
"hazardous substance" as that term is defined under 42 U.S.C. 960(1)(14).

         5.15  COMPENSATION.  Since  November  30,  2006,  AHI has  not  paid or
committed to pay to or for the benefit of any of its  officers or directors  any
compensation  of any kind other than wages,  salaries  and benefits at times and
rates in effect on November 30, 2006, subject to wage increases of less than ten
percent paid or payable to employees other than officers and directors, nor have
they  effected or agreed to effect any  amendment or  supplement to any employee
profit  sharing,  stock  option,  stock  purchase,  pension,  bonus,  incentive,
retirement, medical reimbursement,  life insurance, deferred compensation or any
other employee benefit plan or arrangement.  AHI has provided Buyer or otherwise
made  available to Buyer a full and complete  list of all  officers,  directors,
employees and consultants of AHI as of the date hereof,  specifying  their names
and job  designations,  their dates of hire, the total amount paid or payable as
wages,  salaries  or other forms of direct  compensation,  and the basis of such
compensation, whether fixed or commission or a combination thereof.

         5.16     NO DEFAULT.

         (a) Each of the Material Contracts is a legal,  binding and enforceable
obligation by or against AHI,  subject to the effect of  applicable  bankruptcy,
insolvency,  reorganization,  moratorium or other similar  federal or state laws
affecting the rights of creditors and the effect or availability of rules of law
governing  specific  performance,  injunctive relief or other equitable remedies
(regardless  of whether any such remedy is  considered in a proceeding at law or
in equity). Neither AHI nor any other party to a Material Contract is in default
thereunder or has breached any terms or provisions  thereof which is material to
the conduct of AHI's business.

         (b) AHI has performed,  or is now  performing,  the obligations of, and
AHI is not in material  default (or would by the lapse of time and/or the giving
of notice be in material default) in respect of, any Material Contract. No third
party has raised any claim,  dispute or  controversy  with respect to any of the
Material  Contracts,   nor  has  AHI  received  notice  of  warning  of  alleged
nonperformance,  delay in delivery or other noncompliance by AHI with respect to
its  obligations  under any of the Material  Contracts,  nor are there any facts
which exist  indicating  that any of the  Material  Contracts  may be totally or
partially terminated or suspended by the other parties thereto.

         5.17  BUSINESS AND  CUSTOMERS.  AHI has  provided or made  available to
Buyer a complete and accurate list and provided  Buyer with the right to inspect
true and  complete  copies of (a) a written list of all its  customers,  (b) the
amount for which each such customer was invoiced  during the eleven month period
ending  November 30, 2006, and (c) the expiration  date of AHI's  contracts with
such customers.

         5.18  SUPPLIERS.  AHI has  provided or made  available to Buyer (a) the
names of all suppliers from which AHI ordered  inventories  and other  products,
goods,  and services with an aggregate  purchase price for each such supplier of

                                      -12-
<PAGE>

$10,000 or more during the eleven month  period ended  November 30, 2006 and (b)
the amount for which each such supplier invoiced AHI during such period.

         5.19 PRODUCT  WARRANTIES.  Except as otherwise  disclosed in writing or
made available to Buyer prior to the Closing and for warranties under applicable
law,  (a) there are no  warranties,  express or implied,  written or oral,  with
respect to the products of AHI, (b) there are no pending or threatened  material
claims  with  respect  to any such  warranty,  and (c) AHI has no, and after the
Closing Date will have no material  liability with respect to any such warranty,
whether  known or unknown,  absolute,  accrued,  contingent,  or  otherwise  and
whether  due or to become  due,  other than  customary  returns in the  ordinary
course  of  business  that  are  fully  reserved  against  in the AHI  Financial
Statements.

         5.20     PROPRIETARY RIGHTS.

                  (a) AHI has  provided in writing or made  available to Buyer a
         complete and accurate list and provided Buyer with the right to inspect
         true and complete copies of all software,  patents and applications for
         patents,  trademarks,  trade names, service marks, and copyrights,  and
         applications  therefore,  owned  or used by AHI or in  which it has any
         rights or  licenses,  except  for  software  used by AHI and  generally
         available on the commercial  market. AHI has provided or made available
         to Buyer a complete  and  accurate  description  of all  agreements  or
         provided  Buyer with the right to inspect true and  complete  copies of
         all agreements of AHI with each officer,  employee or consultant of AHI
         providing AHI with title and ownership to patents, patent applications,
         trade secrets and inventions  developed or used by AHI in its business.
         To AHI's knowledge,  all of such agreements are valid,  enforceable and
         legally binding,  subject to the effect or availability of rules of law
         governing  specific  performance,  injunctive relief or other equitable
         remedies  (regardless  of whether  any such remedy is  considered  in a
         proceeding at law or in equity).

                  (b) AHI owns or possesses  licenses or other rights to use all
         computer software,  software programs,  patents,  patent  applications,
         trademarks, trademark applications, trade secrets, service marks, trade
         names,  copyrights,  inventions,  drawings,  designs,  customer  lists,
         propriety know-how or information, or other rights with respect thereto
         (collectively  referred  to  as  "Proprietary  Rights"),  used  in  the
         business of AHI, and the same are  sufficient to conduct AHI's business
         as it has been and is now being conducted.

                  (c) The  operations  of AHI do not conflict  with or infringe,
         and no one has asserted to AHI that such  operations  conflict  with or
         infringe on any  Proprietary  Rights  owned,  possessed  or used by any
         third party. There are no claims, disputes, actions, proceedings, suits
         or appeals pending against AHI with respect to any Proprietary  Rights,
         and to the knowledge of the management of AHI none has been  threatened
         against AHI. To the knowledge of the  management  of AHI,  there are no
         facts or alleged facts which would  reasonably serve as a basis for any
         claim  that AHI does not have the right to use,  free of any  rights or
         claims  of  others,   all  Proprietary   Rights  in  the   development,
         manufacture,  use,  provision,  sale or other disposition of any or all

                                      -13-
<PAGE>
         products or services  presently  being used,  furnished  or sold in the
         conduct  of  the  business  of  AHI as it  has  been  and is now  being
         conducted.

                  (d) No  employee  of AHI is in  violation  of any  term of any
         employment contract,  proprietary information and inventions agreement,
         non-competition  agreement, or any other contract or agreement relating
         to the  relationship  of any such  employee  with  AHI or any  previous
         employer.

         5.21 INSURANCE.  AHI has provided or made available to Buyer a complete
and accurate list of all policies of insurance and provided Buyer with the right
to inspect true and complete copies of all policies of insurance to which AHI is
a party or is a beneficiary  or named insured as of the Closing Date. AHI has in
full force and effect,  with all  premiums  due thereon  paid,  the  policies of
insurance set forth therein.  There were no claims in excess of $10,000 asserted
or currently  outstanding under any of the insurance  policies of AHI, including
but not limited to all motor vehicle,  general liability,  errors and omissions,
workers  compensation,  and medical  claims  during the calendar  year ending on
December 31, 2005 and during the eleven months ending on November 30, 2006.

         5.22 LABOR  RELATIONS.  None of the employees of AHI are represented by
any  union or are  parties  to any  collective  bargaining  arrangement,  and no
attempts are being made to organize or unionize any of AHI's  employees.  Except
as disclosed in writing to Buyer prior to the  Closing,  there is not  presently
pending or  existing,  and there is not  presently  threatened,  any (a) strike,
slowdown, picketing, work stoppage or employee grievance process, or (b) action,
arbitration, audit, hearing, investigation,  litigation, or suit (whether civil,
criminal,  administrative,  investigative, or informal) against or affecting AHI
relating to the alleged violation of any legal  requirement  pertaining to labor
relations  or  employment  matters.  AHI  is in  material  compliance  with  all
applicable  laws  respecting  employment  and  employment  practices,  terms and
conditions of employment, wages and hours, occupational safety and health and is
not engaged in any unfair labor  practices.  AHI is in material  compliance with
the Immigration Reform and Control Act of 1986.

         5.23 EMPLOYEE  BENEFITS.  AHI has provided or made available to Buyer a
complete and accurate list of all employee  payroll and benefit plans of AHI and
provided  Buyer  with the  right to  inspect  true and  complete  copies  of all
employee payroll and benefit plans of AHI (i) currently in effect, and (ii) with
respect  to which  AHI may have  any  liability  or  obligation  (the  "Employee
Plans"). AHI has made available to Buyer a copy of each Employee Plan, including
any amendments thereto and all related trust agreements and insurance  contracts
and, to the extent any Employee Plan is not in writing,  a short summary of such
plan has been provided to Buyer.  All Employee Plans have been  administered  in
substantial compliance with their terms, except for any noncompliance that could
not be  reasonably  expected  to have a  material  adverse  effect  on AHI,  its
business,  or AHI's assets. Except as disclosed to Buyer by AHI in writing, none
of the employees of AHI are covered by a collective  bargaining agreement or any
multi-employer plan.

         5.24 INTENTIONALLY OMITTED.

         5.25 INTENTIONALLY OMITTED.

                                      -14-
<PAGE>

         5.26 NO DISTRIBUTOR AGREEMENTS. Except as disclosed in writing to Buyer
prior to the  Closing,  AHI is not a party to, nor is the  property of AHI bound
by, any distributors' or manufacturer's representative or agency agreement.

         5.27 CONFLICT OF INTEREST TRANSACTIONS. No past or present shareholder,
director,  officer or employee of AHI or any of their affiliates (i) is indebted
to, or has any financial,  business or contractual  relationship  or arrangement
with AHI, or (ii) has any direct or indirect interest in any property,  asset or
right which is owned or used by AHI or pertains to the business of AHI.

         5.28  LITIGATION.  There  is  no  action,  suit,  proceeding,  dispute,
litigation,  claim, complaint or investigation by or before any court, tribunal,
governmental  body,  governmental  agency or  arbitrator  pending or  threatened
against or with  respect to AHI which (i) if adversely  determined  would have a
material adverse effect on the business, condition, assets or operations of AHI,
or (ii) challenges or would challenge any of the actions required to be taken by
AHI under this Agreement.

         5.29 NON-CONTRAVENTION.  Neither (a) the execution and delivery of this
Agreement,  nor (b) the  performance of this  Agreement  will: (i) contravene or
result in a violation of any of the provisions of the  organizational  documents
of AHI; (ii)  contravene or result in a violation of any  resolution  adopted by
the  shareholders  or directors of AHI; (iii) result in a material  violation or
material  breach of, or give any person  the right to declare  (whether  with or
without notice or lapse of time) a material  default under or to terminate,  any
Material Contract;  (iv) give any person the right to accelerate the maturity of
any  indebtedness  or other  obligation  of AHI;  (v)  result in the loss of any
license or other  contractual  right of AHI; (vi) result in the loss of, or in a
violation of any of the terms,  provisions  or conditions  of, any  governmental
license, permit, authorization or franchise of AHI; (vii) result in the creation
or imposition of any lien,  charge,  encumbrance  or  restriction  on any of the
assets of AHI; (viii) result in the  reassessment or revaluation of any property
of AHI by any taxing authority or other governmental  authority;  (ix) result in
the  imposition  of, or subject AHI to any  liability  for,  any  conveyance  or
transfer tax or any similar tax; or (x) result in a violation of any law,  rule,
regulation,  treaty, ruling,  directive,  order,  arbitration award, judgment or
decree to which AHI or any of its assets or business are subject.

         5.30  APPROVALS.  AHI has  provided  Buyer with a complete and accurate
list  of all  jurisdictions  in  which  AHI is  authorized  to do  business.  No
authorization,  consent or approval  of, or  registration  or filing  with,  any
governmental  authority is required to be obtained or made by AHI in  connection
with the execution, delivery or performance of this Agreement.

         5.31 BROKERS.  AHI has not agreed to pay any brokerage  fees,  finder's
fees or other fees or commissions with respect to the transactions  contemplated
by this Agreement, and, to AHI's knowledge, no person is entitled, or intends to
claim that it is entitled, to receive any such fees or commissions in connection
with such transaction.

         5.32  SPECIAL  GOVERNMENT  LIABILITIES.  AHI has no existing or pending
liabilities, obligations or deferred payments due to any federal, state or local

                                      -15-
<PAGE>

government  agency or entity in connection with its business or with any program
sponsored  or  funded  in  whole  or in  part by any  federal,  state  or  local
government agency or entity, nor is AHI or Seller aware of any threatened action
or claim or any  condition  that could support an action or claim against AHI or
its business for any of said liabilities, obligations or deferred payments.

         5.33 INTENTIONALLY OMITTED.

         5.34 NON-DISTRIBUTIVE INTENT. The Shares and warrants being acquired by
Seller as part of the Purchase  Price  pursuant to this  Agreement are not being
acquired by Seller with a view to the public distribution of them.

         5.35 TAX ADVICE.  AHI and Seller hereby represent and warrant that they
have  sought  their  own  independent  tax  advice  regarding  the  transactions
contemplated  by this  Agreement,  and neither AHI nor Seller have relied on any
representation or statement made by Buyer or its  representatives  regarding the
tax implications of such transactions.

6.       REPRESENTATIONS AND WARRANTIES OF BUYER.

         Buyer,  to its  actual  knowledge  in  all  cases  without  independent
investigation  or  verification,  hereby  represents  and  warrants to Seller as
follows:

         6.1 POWER AND AUTHORITY;  BINDING  NATURE OF AGREEMENT.  Buyer has full
power and authority to enter into this Agreement and to perform its  obligations
hereunder.  The execution,  delivery and  performance of this Agreement by Buyer
have been duly  authorized  by all necessary  action on its part.  Assuming that
this Agreement is a valid and binding obligation of the other party hereto, this
Agreement is a valid and binding obligation of Buyer.

         6.2 GOOD  STANDING  OF  BUYER.  Buyer  (i) is duly  organized,  validly
existing and in good standing under the laws of the  jurisdiction in which it is
incorporated,  (ii) has all necessary  power and authority to own its assets and
to conduct its business as it is currently  being  conducted,  and (iii) is duly
qualified  or  licensed  to  do  business  and  is in  good  standing  in  every
jurisdiction  (both domestic and foreign) where such  qualification or licensing
is required.

         6.3 CHARTER  DOCUMENTS AND CORPORATE  RECORDS OF BUYER.  Buyer has made
available to Seller to review complete and correct copies of (i) the articles of
incorporation,  bylaws and other charter or  organizational  documents of Buyer,
including all amendments thereto, (ii) the stock records of Buyer, and (iii) the
minutes  and  other  records  of  the  meetings  and  other  proceedings  of the
shareholders and directors of Buyer.  Buyer is not in violation or breach of (i)
any of the provisions of its articles of incorporation,  bylaws or other charter
or organizational  documents, or (ii) any resolution adopted by its shareholders
or  directors.  There  have  been  no  meetings  or  other  proceedings  of  the
shareholders  or  directors  of  Buyer  that  are  not  fully  reflected  in the
appropriate minute books or other written records of Buyer.

         6.4  CAPITALIZATION  OF BUYER.  The  authorized  capital stock of Buyer
consists of  100,000,000  shares of common  stock,  par value  $0.001 per share,
13,560,000  shares of which are issued and outstanding,  and 5,000,000 shares of
preferred  stock,  par value  $0.001  per  share,  none of which  are  issued or
outstanding.  All of the  outstanding  shares of the capital  stock of Buyer are

                                      -16-
<PAGE>

validly  issued,  fully  paid and  nonassessable,  and have been  issued in full
compliance with all applicable federal, state, local and foreign securities laws
and other laws. Buyer either has sufficient authorized capital stock to meet its
obligations under this Agreement or has the ability to authorize the issuance of
additional capital stock.

         6.5 FINANCIAL  STATEMENTS.  The Company has made available to Seller to
review the following financial statements (the "Company Financial  Statements"):
the audited  financial  statements of the Company as of and for the fiscal years
ended  December 31, 2004 and 2005,  including the audited  balance sheets of the
Company  as of  December  31,  2004  and  2005,  and the  audited  statement  of
operations  for the twelve months ending  December 31, 2004 and 2005, as well as
the  unaudited  financial  statements  of the Company for the nine months ending
September  30,  2006.  Except as stated  therein  or in the notes  thereto,  the
Company Financial  Statements:  (a) present fairly the financial position of the
Company as of the  respective  dates thereof and the results of  operations  and
changes in financial  position of the Company for the respective periods covered
thereby;  and (b) have been  prepared in accordance  with the  Company's  normal
business practices applied on a consistent basis throughout the periods covered.

         6.6  APPROVALS.  To Buyer's  knowledge,  no  authorization,  consent or
approval of, or registration or filing with, any  governmental  authority or any
other person is required to be obtained or made by Buyer in connection  with the
execution, delivery or performance of this Agreement.

         6.7 BROKERS.  Buyer has not agreed to pay any brokerage fees,  finder's
fees or other fees or commissions with respect to the transactions  contemplated
by this Agreement,  and, to Buyer's knowledge, no person is entitled, or intends
to claim  that it is  entitled,  to  receive  any such  fees or  commissions  in
connection with such transaction.

         6.8 NON-DISTRIBUTIVE INTENT. The shares of AHI Stock being purchased by
the Company  pursuant to this  Agreement  are not being  acquired by the Company
with a view to the public distribution of them.

         6.9 NON  CONTRAVENTION.  To the  Company's  knowledge,  neither (a) the
execution  and  delivery  of this  Agreement,  nor (b) the  performance  of this
Agreement will: (i) contravene or result in a violation of any of the provisions
of the  organizational  documents  of  Buyer;  (ii)  contravene  or  result in a
violation of any resolution  adopted by the  shareholders or directors of Buyer;
(iii)  result in a  violation  or breach  of,  or give any  person  the right to
declare  (whether with or without notice or lapse of time) a default under or to
terminate,  any material  agreement  by which the Buyer is bound;  (iv) give any
person  the  right to  accelerate  the  maturity  of any  indebtedness  or other
obligation of Buyer; (v) result in the loss of any license or other  contractual
right of Buyer;  (vi)  result in the loss of,  or in a  violation  of any of the
terms,   provisions  or  conditions  of,  any  governmental   license,   permit,
authorization or franchise of Buyer;  (vii) result in the creation or imposition
of any lien,  charge,  encumbrance or restriction on any of the assets of Buyer;
(viii) result in the reassessment or revaluation of any property of Buyer by any
taxing authority or other governmental authority;  (ix) result in the imposition
of, or subject Buyer to any liability for, any conveyance or transfer tax or any
similar tax; or (x) result in a violation of any law, rule, regulation,  treaty,
ruling,  directive,  order, arbitration award, judgment or decree to which Buyer
or any of its assets or business are subject.

                                      -17-
<PAGE>

         6.10  SOLVENCY.  Immediately  after giving  effect to the Closing,  the
Buyer believes that it will be able to pay its debts as they become due and will
own property  having a fair saleable value greater than the amounts  required to
pay its debts  (including a reasonable  estimate of the amount of all contingent
liabilities).  Immediately after giving effect to the transactions  contemplated
by this  Agreement,  the Buyer  believes that it will have  adequate  capital to
carry on its  business.  No transfer of property is being made and no obligation
is being  incurred in  connection  with the  transactions  contemplated  by this
Agreement  with the intent to hinder,  delay or defraud either present or future
creditors of Buyer.

         6.11 ABSENCE OF  UNDISCLOSED  LIABILITIES.  Buyer has no material debt,
liability or other  obligation  of any nature  (whether due or to become due and
whether  absolute,  accrued,  contingent or otherwise)  that is not reflected or
reserved against in the Company  Financial  Statements as of September 30, 2006,
except for  obligations  incurred  since  September 30, 2006 in the ordinary and
usual  course  of  business  consistent  with  past  practice,  or as  otherwise
disclosed to the Seller.

         6.12 ACCOUNTS  RECEIVABLE.  Except as otherwise disclosed in writing to
Seller prior to the Closing,  all of Buyer's accounts receivable represent valid
obligations  arising from sales actually made or services actually  performed in
the ordinary  course of business and have been  collected or are  collectible in
the lawful and ordinary course of business as heretofore  conducted,  subject to
the reserve for bad debt recorded on the Company Financial Statements.

         6.13  COMPLIANCE  WITH  LAWS;  LICENSES  AND  PERMITS.  Buyer is not in
material  violation  of, nor has it failed to conduct  its  business in material
compliance  with,  any  applicable  federal,   state,  local  or  foreign  laws,
regulations,  rules, treaties, rulings, orders, directives or decrees. Buyer has
delivered  to Seller a complete and  accurate  list or provided  Seller with the
right to  inspect  true and  complete  copies of all of the  licenses,  permits,
authorizations  and  franchises to which Buyer is subject and all said licenses,
permits,  authorizations  and franchises are valid and in full force and effect.
Said licenses,  permits,  authorizations  and  franchises  constitute all of the
licenses,  permits,  authorizations and franchises  necessary to permit Buyer to
conduct its business in the manner in which it is now being conducted, and Buyer
is  not  in  material  violation  or  material  breach  of  any  of  the  terms,
requirements or conditions of any of said licenses,  permits,  authorizations or
franchises.

         6.14 BUYER ASSETS.

                  (a) Buyer  owns all  copyrights,  trademarks,  and  tradenames
         related to its business and the use of such copyrights, trademarks, and
         tradenames  has not and will not  infringe  on the  rights of any third
         party.

                  (b) Buyer has provided to Seller in writing or made  available
         a materially  accurate  description  of all of the  material  assets of
         Buyer used in the business of Buyer.

         6.15  TAXES.  Except as  disclosed  herein,  Buyer  has filed  with the
appropriate United States,  state, local and foreign  governmental  agencies all
tax returns and reports  required to be filed  (subject to permitted  extensions
applicable to such filings),  and has paid or accrued in full all taxes, duties,

                                      -18-
<PAGE>

charges,  withholding obligations and other governmental  liabilities as well as
any interest,  penalties,  assessments or deficiencies, if any, shown thereon as
owing (including taxes on properties,  income,  franchises,  licenses, sales and
payrolls).  (All such items are collectively referred to herein as "Taxes"). The
Company  Financial  Statements  fully accrue or reserve all current and deferred
taxes. Buyer is not a party to any pending action or proceeding, nor is any such
action or proceeding threatened by any governmental authority for the assessment
or  collection  of Taxes.  There are no liens  for  Taxes  except  for liens for
property taxes not yet delinquent.  Buyer is not a party to any Tax sharing, Tax
allocation,  Tax  indemnity  or  statute  of  limitations  extension  or  waiver
agreement  and in the  past  year  has not  been  included  on any  consolidated
combined  or unitary  return with any entity  other than  Buyer.  Buyer has duly
withheld  from each  payment made to each person from whom such  withholding  is
required by law the amount of all Taxes or other sums (including but not limited
to United States federal income taxes,  any applicable state or municipal income
tax, disability tax, unemployment  insurance  contribution and Federal Insurance
Contribution Act taxes) required to be withheld  therefrom and has paid the same
to the proper tax authorities  prior to the due date thereof.  To the extent any
Taxes  withheld by Buyer have not been paid as of the Closing  Date because such
Taxes were not yet due, such Taxes will be paid to the proper tax authorities in
a timely manner.  All Tax returns filed by Buyer materially comply with and were
prepared in accordance with applicable statutes and regulations.

         6.16     PROPRIETARY RIGHTS.

                  (a) Buyer owns or  possesses  licenses or other  rights to use
         all computer software, software programs, patents, patent applications,
         trademarks, trademark applications, trade secrets, service marks, trade
         names,  copyrights,  inventions,  drawings,  designs,  customer  lists,
         propriety know-how or information, or other rights with respect thereto
         (collectively  referred  to  as  "Proprietary  Rights"),  used  in  the
         business  of Buyer,  and the same are  sufficient  to  conduct  Buyer's
         business as it has been and is now being conducted.

                  (b) The  operations of Buyer do not conflict with or infringe,
          and no one has asserted to Buyer that such operations conflict with or
          infringe on any  Proprietary  Rights  owned,  possessed or used by any
          third  party.  There are no claims,  disputes,  actions,  proceedings,
          suits or appeals pending against Buyer with respect to any Proprietary
          Rights,  and to the knowledge of the management of Buyer none has been
          threatened against Buyer. To the knowledge of the management of Buyer,
          there are no facts or alleged facts which would  reasonably serve as a
          basis for any claim that Buyer does not have the right to use, free of
          any  rights  or  claims  of  others,  all  Proprietary  Rights  in the
          development, manufacture, use, provision, sale or other disposition of
          any or all  products or services  presently  being used,  furnished or
          sold in the conduct of the business of Buyer as it has been and is now
          being conducted.

7.       CONDITIONS TO CLOSING.

         7.1  CONDITIONS  PRECEDENT  TO  BUYER'S  OBLIGATION  TO CLOSE.  Buyer's
obligation  to close the stock  purchase as  contemplated  in this  Agreement is
conditioned upon the occurrence or waiver by Buyer of the following:

                                      -19-
<PAGE>

                  (a)  Seller   shall  have   delivered   to  the   Company  all
         certificates evidencing Seller's ownership of 100% of the capital stock
         of AHI.

                  (b) All Taxes (except  corporate income taxes) due and payable
         by AHI without  regard to any deferral by reason of extension,  payment
         programs,  or any other reason,  must have been paid in full. Any Taxes
         accrued but not yet payable must be reflected  on AHI's  balance  sheet
         delivered to Buyer.

                  (c) The  financial  condition  of AHI must  not be  materially
         different  than as set  forth  in the AHI  Financial  Statements  as of
         November  30,  2006,  except  for  changes  arising  as a result of the
         conduct of AHI's  business in the  ordinary  course of  business  since
         October 2006.

                  (d) AHI must have delivered to Buyer a certificate executed by
         the  Secretary of AHI  certifying  (i) the names of the officers of AHI
         authorized to sign this  Agreement to which it is a party and all other
         documents and  instruments  executed by AHI pursuant  hereto,  together
         with the true  signatures  of such  officers;  (ii) copies of corporate
         resolutions  adopted by the Board of Directors of AHI  authorizing  the
         appropriate  officers of AHI to execute and deliver this  Agreement and
         all  other  agreements,  documents  and  instruments  executed  by  AHI
         pursuant hereto and to consummate the transactions contemplated herein.

                  (e) The Buyer must in its  reasonable  discretion be satisfied
         with its full and complete due  diligence of AHI by a date on or before
         February 7, 2007,  including  but not limited to  financial,  legal and
         business  affairs of AHI. The Buyer must confirm its  satisfaction in a
         writing  delivered to the Seller.  In the event that no such writing is
         delivered to Seller on or before  February 7, 2007, then this condition
         shall be deemed satisfied.

                  (f) Such  directors of AHI as the Company shall have specified
         in writing shall have submitted their  resignations (to be effective as
         of the Closing)  from the Board of  Directors of AHI. The  directors of
         AHI shall have duly appointed  (effective as of the Closing) such other
         persons as the Company  shall have  designated to fill the vacancies on
         the Company's Board of Directors.

                  (g) All  representations and warranties of AHI and Seller made
         in this Agreement or in any exhibit or schedule hereto delivered by AHI
         or Seller must be true and correct as of the Closing Date with the same
         force and effect as if made on and as of that date.  Buyer must receive
         a written  representation  from AHI and Seller at the  Closing  that no
         material  adverse  change has occurred to AHI or its  business  between
         November 30, 2006 and the Closing Date.

                  (h) AHI must have performed and complied with all  agreements,
         covenants and conditions  required by this Agreement to be performed or
         complied with by AHI prior to or at the Closing Date.

                                      -20-

<PAGE>

                  (i)   Seller   must   have   signed   a   customary   investor
         representation  letter  requested by the Buyer in  connection  with the
         issuance of the Buyer's  securities  as part of the Purchase  Price for
         the  AHI   Stock,   which   will   include,   but  not  be  limited  to
         representations  and  warranties by Seller  confirming  his  investment
         sophistication, knowledge, and experience, his financial condition, and
         his access to information regarding the Buyer.

                  (j) AHI must have  extinguished  all long term  loans and must
         have paid off all credit card debt prior to or at the Closing Date.

         7.2  CONDITIONS  PRECEDENT TO SELLER'S  OBLIGATION  TO CLOSE.  Seller's
obligation  to close the stock  purchase as  contemplated  in this  Agreement is
conditioned upon the occurrence or waiver by Seller of the following:

                  (a) All  representations  and warranties of Buyer made in this
         Agreement or in any exhibit hereto  delivered by Buyer must be true and
         correct on and as of the Closing Date with the same force and effect as
         if  made  on and  as of  that  date.  Seller  must  receive  a  written
         representation from the Company at the Closing that no material adverse
         change has  occurred to the Company or its business  between  September
         30, 2006 and the Closing Date.

                  (b) Buyer must have performed and complied with all agreements
         and  conditions  required by this Agreement to be performed or complied
         with by Buyer prior to or at the Closing Date.

                  (c) Buyer must have  delivered to AHI and Seller a certificate
         executed  by the  Secretary  of Buyer  certifying  (i) the names of the
         officers of Buyer  authorized  to sign this  Agreement to which it is a
         party  and all  other  documents  and  instruments  executed  by  Buyer
         pursuant  hereto,  together with the true  signatures of such officers;
         (ii) copies of corporate  resolutions adopted by the Board of Directors
         of Buyer  authorizing the appropriate  officers of Buyer to execute and
         deliver  this  Agreement  and  all  other  agreements,   documents  and
         instruments executed by the Buyer pursuant hereto and to consummate the
         transactions contemplated herein

                  (d) The  agreement  described in Section 3  pertaining  to the
         policy for allocating  general  administrative and overhead costs among
         the Company and the AHI Division shall have been executed by the Buyer,
         AHI and Seller.

                  (e) The  financial  condition of Buyer must not be  materially
         different than as set forth in the Company Financial Statements, except
         for changes  arising as a result of the conduct of Buyer's  business in
         the ordinary course of business since September 30, 2006.

8.       FURTHER ASSURANCES AND POST CLOSING COVENANTS AND OBLIGATIONS.

         8.1 COVENANTS OF BUYER TO AHI AND SELLER AFTER  CLOSING.  Upon Closing,
the Company  shall create the AHI Division  within the structure of the Company.

                                      -21-
<PAGE>

After  Closing,  the Buyer  shall  handle  all of the AHI  Division's  financial
responsibilities (including making loan programs available to franchisees),  all
of the  AHI  Division's  funding  requirements  (including  but not  limited  to
supplying  short-term capital needs should cash flow shortages arise), all human
resource  requirements  such as  payroll,  all legal  issues  and  allow  Seller
reasonable  access to all such records for examination and  consultation.  Buyer
will assume all of AHI's leases for a training center and office for a period of
six months while Finigan and Edward Torres,  President of the Company,  mutually
form the future long term goals and  structure  of the  Company.  Marketing  and
public  relations  shall be a joint effort on behalf of both the Company and the
AHI Division.  Buyer shall use commercially  reasonable  efforts to preserve and
maintain AHI's payroll  records for each fiscal year until the expiration of the
statute of limitations (and any waivers or extensions  thereof) for tax purposes
relating to such year, and all other records  relating to AHI for at least three
years  after the Closing  Date.  In  addition,  within two (2) weeks of Closing,
Buyer will provide a new  franchise  agreement/UFOC  for use of the AHI Division
that complies with Federal Trade Commission requirements.

         8.2 COVENANTS OF SELLER AND AHI TO BUYER.  Finigan  hereby  assumes and
agrees  to  bear  and  pay  all  liability  and  responsibility  for any and all
liabilities  arising  from the  arbitration  proceeding  known as Allstate  Home
Inspection & Household  Environmental  Testing,  Ltd. v. Upside Consulting Group
(the "Case")  prior to and after the Closing Date.  Finigan shall  indemnify the
Company,  AHI and their  affiliates,  and save them  harmless  from all damages,
liabilities,  claims, losses, costs and expenses, including attorneys' costs and
fees,  which may be incurred  by Buyer,  AHI,  or any of their  affiliates  as a
direct or indirect  result of the Case.  AHI and the Company  hereby  assign all
liability  for and any monetary  awards  arising  from the Case to Finigan.  AHI
shall  submit to Buyer  within ten (10) weeks of the  Closing  Date (i)  audited
financial   statements  prepared  in  accordance  with  GAAP,  certified  by  an
independent  certified public  accounting  firm,  covering AHI's two most recent
fiscal years (at AHI's expense) and (ii) unaudited financial statements covering
AHI's most recent fiscal quarter,  prepared in AHI's normal  business  practices
consistently applied.

         8.3 REMEDIES  UPON CERTAIN  DEFAULTS BY BUYER.  In the event that Buyer
defaults  on a Cash  Payment  or a  Stock  Payment  under  Section  1.2 of  this
Agreement and fails to cure said default  within 45 days after written notice of
the  default by Seller to Buyer,  then Seller may either (i) agree in writing to
give Buyer more time to cure the  default and or demand  payment,  in which case
this Agreement will otherwise remain in full force and effect,  or (ii)terminate
this  Agreement by written  notice to Buyer.  In the event that Seller elects to
terminate this Agreement pursuant to the immediately  preceding sentence,  Buyer
will provide  Seller with  reasonable  access to examine the  financial  records
relating  to the AHI  Division  and Seller  shall (i)  return  the entire  Stock
Payment  to Buyer,  including  all  Shares and  warrants;  (ii)  retain all Cash
Payments as liquidated and final  damages;  and (iii) at Seller's  election,  be
conveyed  back all AHI Stock by the  Company and have all AHI  documents  of any
kind returned to Seller,  whereupon  neither party nor AHI will have any further
obligations  to the other  parties.  In any  event,  if the Seller  defaults  as
described above, then late Cash Payments shall bear simple interest from the due
date until paid at the rate of 10% per annum.

                                      -22-
<PAGE>

9.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All  representations  and warranties made by each of the parties hereto
will survive the Closing for a period of one year after the Closing Date.

10.      INDEMNIFICATION.

         10.1 INDEMNIFICATION BY SELLER. Seller agrees to indemnify,  defend and
hold  Buyer  harmless  against  any  and all  claims,  demands,  losses,  costs,
expenses,  obligations,  liabilities and damages, including interest,  penalties
and attorney's fees and costs but excluding  punitive,  consequential or special
damages  and  damages for lost  profits in all cases net of  insurance  proceeds
(collectively, "Losses"), incurred by Buyer arising, resulting from, or relating
to any material  misrepresentation  of a material fact or omission to disclose a
material fact made by Seller or AHI in this Agreement or in any exhibits to this
Agreement  or any  material  breach of, or material  failure by AHI or Seller to
perform,  any of their  respective  representations,  warranties,  covenants  or
agreements  in this  Agreement or in any exhibit or schedule to this  Agreement.
Notwithstanding  anything else herein to the contrary,  Seller's indemnification
obligation  will only arise when all Losses incurred or suffered by Buyer exceed
$25,000;  shall  survive only one year after the Closing  Date;  and in no event
shall such obligation  exceed the amount of the Purchase Price paid to him under
this Agreement.

         10.2  INDEMNIFICATION BY BUYER.  Buyer agrees to indemnify,  defend and
hold  Seller  harmless  against  any and all  claims,  demands,  losses,  costs,
expenses,  obligations,  liabilities and damages, including interest,  penalties
and attorneys' fees and costs but excluding  punitive,  consequential or special
damages  and  damages for lost  profits in all cases net of  insurance  proceeds
(collectively  "S  Losses"),  incurred  by  Seller  arising,  resulting  from or
relating to any  material  misrepresentation  of a material  fact or omission to
disclose a material  fact made by Buyer in this  Agreement or in any exhibits or
schedule to this  Agreement  or any material  breach of, or material  failure by
Buyer  to  perform,  any  of  its  representations,   warranties,  covenants  or
agreements   in  this   Agreement   or  in  any   exhibit  to  this   Agreement.
Notwithstanding  anything else herein to the contrary,  Buyer's  indemnification
will only arise when all S Losses  incurred  or  suffered  by the Seller  exceed
$25,000;  shall  survive only one year after the Closing  Date;  and in no event
shall  such  obligation  exceed  $1,000,000  in  addition  to the  amount of the
Purchase Price paid by it under this Agreement.

         10.3     PROCEDURE FOR INDEMNIFICATION CLAIMS.

                  (a)  Whenever  any  parties  become  aware  that a  claim  (an
         "Underlying  Claim") has arisen entitling them to seek  indemnification
         under this Agreement,  such parties (the  "Indemnified  Parties") shall
         promptly  send a  notice  ("Notice")  to the  parties  liable  for such
         indemnification   (the   "Indemnifying   Parties")   of  the  right  to
         indemnification (the "Indemnity Claim");  provided,  however,  that the
         failure  to  so  notify  the  Indemnifying  Parties  will  relieve  the
         Indemnifying  Parties from liability  under this Agreement with respect
         to such  Indemnity  Claim only if, and only to the  extent  that,  such
         failure to notify the Indemnifying Parties results in the forfeiture by
         the Indemnifying  Parties of rights and defenses otherwise available to
         the  Indemnifying  Parties with respect to the  Underlying  Claim.  Any
         Notice  pursuant to this Section  10.3(a) shall set forth in reasonable

                                      -23-
<PAGE>

         detail,  to the extent  then  available,  the basis for such  Indemnity
         Claim  and a  reasonable  estimate  of the  amount of  damages  arising
         therefrom.

                  (b) If an  Indemnity  Claim does NOT  result  from or arise in
         connection  with any Underlying  Claim or legal  proceedings by a third
         party,  the  Indemnifying  Parties will have thirty (30)  calendar days
         following  receipt  of the  Notice to issue a written  response  to the
         Indemnified Parties,  indicating the Indemnifying Parties' intention to
         either (i) contest  the  Indemnity  Claim or (ii) accept the  Indemnity
         Claim as valid.  The  Indemnifying  Parties'  failure to provide such a
         written  response within such thirty (30) day period shall be deemed to
         be an acceptance of the Indemnity  Claim as valid. In the event that an
         Indemnity Claim is accepted as valid, the  Indemnifying  Parties shall,
         within fifteen (15) Business Days thereafter,  pay the damages incurred
         by the Indemnified  Parties in respect of the Underlying  Claim in cash
         by wire  transfer  of  immediately  available  funds to the  account or
         accounts   specified  by  the  Indemnified   Parties.   To  the  extent
         appropriate,  payments  for  indemnifiable  damages  made  pursuant  to
         Section  10 of the  Agreement  will be treated  as  adjustments  to the
         Purchase Price.

                  (c) In the event an Indemnity  Claim results from or arises in
         connection  with any Underlying  Claim or legal  proceedings by a third
         party, the  Indemnifying  Parties shall have fifteen (15) calendar days
         following  receipt  of the  Notice to send a Notice to the  Indemnified
         Parties of their  election to, at their sole cost and  expense,  assume
         the defense of any such Underlying Claim or legal proceeding;  provided
         that such  Notice of  election  shall  contain  a  confirmation  by the
         Indemnifying   Parties  of  their   obligation  to  hold  harmless  the
         Indemnified   Parties  with  respect  to  damages   arising  from  such
         Underlying  Claim. The failure by the Indemnifying  Parties to elect to
         assume the defense of any such  Underlying  Claim  within such  fifteen
         (15) day period  shall  entitle the  Indemnified  Parties to  undertake
         control of the defense of the Underlying Claim on behalf of and for the
         account  and risk of the  Indemnifying  Parties  in such  manner as the
         Indemnified  Parties may deem appropriate,  including,  but not limited
         to, settling the Underlying Claim. However, the parties controlling the
         defense of the  Underlying  Claim shall not settle or  compromise  such
         Underlying  Claim  without  the  prior  written  consent  of the  other
         parties,  which consent shall not be unreasonably  withheld or delayed.
         The  non-controlling  parties shall be entitled to  participate in (but
         not control) the defense of any such action, with their own counsel and
         at their own expense.

                  (d) The Indemnifying  Parties and the Indemnified Parties will
         cooperate  reasonably,  fully and in good faith with each other, at the
         sole  expense  of the  Indemnifying  Parties,  in  connection  with the
         defense,  compromise or settlement of any Underlying  Claim  including,
         without  limitation,  by  making  available  to the other  parties  all
         pertinent information and witnesses within their reasonable control.

11.      INJUNCTIVE RELIEF.

         11.1  DAMAGES  INADEQUATE.  Each  party  acknowledges  that it would be
impossible  to  measure in money the  damages  to the other  party if there is a
failure to comply with any  covenants  and  provisions  of this  Agreement,  and

                                      -24-
<PAGE>

agrees that in the event of any breach of any covenant or  provision,  the other
party to this Agreement will not have an adequate remedy at law.

         11.2 INJUNCTIVE  RELIEF. It is therefore agreed that the other party to
this Agreement who is entitled to the benefit of the covenants and provisions of
this  Agreement  which have been  breached,  in addition to any other  rights or
remedies which they may have, will be entitled to immediate injunctive relief to
enforce  such  covenants  and  provisions,  and that in the event  that any such
action or  proceeding is brought in equity to enforce  them,  the  defaulting or
breaching party will not urge a defense that there is an adequate remedy at law.

12.      FURTHER ASSURANCES.

         Following the Closing,  Seller shall furnish or make available,  as the
case may be,  to  Buyer  such  instruments  and  other  documents  as Buyer  may
reasonably   request  for  the  purpose  of  carrying  out  or  evidencing   the
transactions contemplated hereby.

13.      FEES AND EXPENSES.

         Each party hereto shall pay all fees, costs and expenses that it incurs
in connection  with the  negotiation  and  preparation  of this Agreement and in
carrying  out  the  transactions   contemplated   hereby   (including,   without
limitation, all fees and expenses of its counsel and accountant).

14.      WAIVERS.

         If any party at any time waives 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 will not be  construed  as a waiver of any other  rights and  remedies to
which such party is entitled under this Agreement or otherwise.

15.      SUCCESSORS AND ASSIGNS.

         Subject  to  Section  19,  each  covenant  and  representation  of this
Agreement  will inure to the benefit of and be binding upon each of the parties,
their personal representatives, assigns and other successors in interest.

16.      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 parties against whom the amendment is sought to
be enforced.

                                      -25-
<PAGE>

17.      GOVERNING LAW.

         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 either in Los Angeles County,  California,  or in the
State of Vermont, at the election of the plaintiff in the case.

18.      COUNTERPARTS.

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

19.      ASSIGNMENT.

         Except in the case of an affiliate of the Buyer, this Agreement may not
be assignable by any party without prior written consent of the other parties.

20.      REMEDIES.

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

21.      SECTION HEADINGS.

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

22.      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  will not affect the  validity or  enforceability  of any other
provision  or part of this  Agreement.  The  parties  shall  attempt  by  mutual
agreement to arrive at an  amendment of this  Agreement  which  eliminates  such
invalidity or conflict while at the same time permitting the  accomplishment  of
the objectives of this Agreement.

23.      NOTICES.

         Each  notice or other  communication  hereunder  must be in writing and
will be deemed to have been duly  given on the  earlier of (i) the date on which
such  notice  or  other  communication  is  actually  received  by the  intended
recipient thereof,  or (ii) the date five (5) days after the date such notice or
other  communication is mailed by registered or certified mail (postage prepaid)

                                      -26-
<PAGE>

to the intended  recipient at the following address (or at such other address as
the intended  recipient  will have  specified  in a written  notice given to the
other parties hereto):

               IF TO AHI:

               Allstate Home Inspection & Household Environmental Testing, Ltd.
               91 Summer Street
               Barre, Vermont 05641

               Telephone: (800) 218-0274
               Facsimile: (802) 476-6101

               IF TO SELLER:

               Francis X. Finigan
               91 Summer Street
               Barre, Vermont 05641

               Telephone: (800) 218-0274
               Facsimile: (802) 476-6101

               IF TO BUYER:

               Environmental Service Professionals, Inc.
               1111 Tahquitz Canyon Way, Suite 110
               Palm Springs, California 92262
               Attention:  Ed Torres, Chief Executive Officer

               Telephone: (760) 327-5284
               Facsimile: (760) 327-5630

24.      PUBLICITY.

         Except  as  may be  required  in  order  for a  party  to  comply  with
applicable laws,  rules, or regulations or to enable a party to comply with this
Agreement,  or necessary for the Buyer to prepare and disseminate any private or
public  placements of its securities or to communicate  with its shareholders or
franchisees,  no press  release,  notice to any third  party or other  publicity
concerning the transactions contemplated by this Agreement will be issued, given
or  otherwise  disseminated  without  the prior  approval of each of the parties
hereto; provided, however, that such approval will not be unreasonably withheld.



                         [SIGNATURES ON FOLLOWING PAGE]


                                      -27-


<PAGE>



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


AHI:                  ALLSTATE HOME INSPECTION &
                      HOUSEHOLD ENVIRONMENTAL TESTING, LTD.,
                      a Delaware corporation

                      By: \s\ Francis X. Finigan
                      ---------------------------------------------------------
                      Francis X. Finigan, President



FINIGAN/SELLER:       \s\ Francis X. Finigan
                      ---------------------------------------------------------
                      Francis X. Finigan, Individually


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


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



*See Schedules attached to this Agreement and incorporated herein by reference.





                                      -28-
