Exhibit 99.3

                                    GUARANTY

         GUARANTY  (the  "Guaranty"),  dated as of June 18,  2007,  by  National
Professional  Services  Inc.,  a  Delaware  corporation,  Pacific  Environmental
Sampling,   Inc.,  a  California   corporation,   Allstate  Home   Inspection  &
Environmental  Testing,  Ltd., a Delaware  corporation,  each with an address of
c/oEnvironmental  Service  Professionals,  Inc.,  1111 East Tahquitz Canyon Way,
Suite 110, Palm Springs, California 92262 (each a "Guarantor", collectively, the
"Guarantors"),  in favor of BOCA  FUNDING,  LLC with an  office at 152 West 57th
Street, 54th Floor, New York, NY (the "Secured Party").

         WHEREAS, the Guarantors are subsidiaries or affiliates of ENVIRONMENTAL
SERVICE PROFESSIONALS, INC. (the "Borrower"); and

         WHEREAS,  in accordance with a certain senior secured convertible note,
dated as of the date hereof (the "Note"),  executed by the Borrower, and certain
related agreements between the Borrower and the Secured Party (collectively, as
amended,  restated,  or  extended  from  time to time,  the  "Loan  Documents"),
theSecured  Party  has  agreed to loan to the  Borrower  up to SIX  HUNDRED  AND
FIFTEEN THOUSAND Dollars ($615,000) (the "Loan"); and

         WHEREAS,  the  Secured  Party's  willingness  to  extend  the  loan  is
conditioned upon the Guarantors executing and delivering this Guaranty; and

         WHEREAS,  the  aforesaid  Loan  will be  beneficial  to the  Guarantors
inasmuch as the proceeds of the Loan to the Borrower will indirectly benefit the
Guarantors;

         NOW,  THEREFORE,  in order to induce the Secured Party to make the Loan
to the Borrower pursuant to the Loan Documents,  and for other good and valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
each of the Guarantors, the Guarantors hereby agree as follows:

         1. GUARANTY OF PAYMENT AND PERFORMANCE.  The Guarantors  hereby jointly
and severally  guarantee to the Secured Party the full and punctual payment when
due (whether at maturity, by acceleration or otherwise), and the performance, of
all liabilities, agreements and other obligations of the Borrower to the Secured
Party, whether direct or indirect, absolute or contingent, due or to become due,
secured or unsecured,  now existing or hereafter arising or acquired (whether by
way of  discount,  letter of  credit,  lease,  loan,  overdraft  or  otherwise),
including without limitation all obligations under the Note  (collectively,  the
"Obligations").  This  Guaranty is an  absolute,  unconditional  and  continuing
guaranty of the full and punctual payment and performance of the Obligations and
not  of  their  collectibility  only  and  is in no  way  conditioned  upon  any
requirement  that  the  Secured  Party  first  attempt  to  collect  any  of the
Obligations  from the  Borrower  or resort  to any  security  or other  means of
obtaining  their  payment.  Should  the  Borrower  default  in  the  payment  or
performance  of  any of the  Obligations,  the  obligations  of  each  Guarantor
hereunder shall become immediately due and payable to the Secured Party, without
demand or  notice  of any  nature,  all of which  are  expressly  waived by each
Guarantor.  Payments by each Guarantor  hereunder may be required by the Secured
Party on any number of occasions.

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         2. GUARANTORS'  AGREEMENT TO PAY. Each Guarantor further agrees, as the
principal  obligor and not as a guarantor  only, to pay to the Secured Party, on
demand, all reasonable costs and expenses  (including court costs and reasonable
legal  expenses)  incurred or expended by the Secured Party in  connection  with
enforcement  of this  Guaranty,  together with  interest on amounts  recoverable
under this  Guaranty  from the time such amounts  become due under this Guaranty
until payment,  at the rate per annum equal to the default rate set forth in the
Note;  provided that if such interest exceeds the maximum amount permitted to be
paid under  applicable  law, then such interest shall be reduced to such maximum
permitted amount.

         3. UNLIMITED GUARANTY.  The liability of each Guarantor hereunder shall
be unlimited to the extent of the Obligations and the other  obligations of each
Guarantor hereunder (including, without limitation, under Section 2 above).

         4.  WAIVERS  BY  GUARANTORS;  SECURED  PARTY'S  FREEDOM  TO  ACT.  Each
Guarantor  agrees that the  Obligations  will be paid and performed  strictly in
accordance  with their  respective  terms  regardless of any law,  regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of the Secured Party with respect  thereto.  Each Guarantor waives
presentment,  demand,  protest,  notice of  acceptance,  notice  of  Obligations
incurred and all other notices of any kind,  all defenses which may be available
to Borrower by virtue of any  valuation,  stay,  moratorium law or other similar
law now or hereafter in effect,  any right to require the  marshalling of assets
of the Borrower,  and all suretyship  defenses  generally.  Without limiting the
generality of the  foregoing,  each  Guarantor  agrees to the  provisions of any
instrument  evidencing,  securing or otherwise  executed in connection  with any
Obligation and agrees that the obligations of each Guarantor hereunder shall not
be released or discharged, in whole or in part, or otherwise affected by (i) the
failure of the  Secured  Party to assert  any claim or demand or to enforce  any
right or remedy  against the  Borrower;  (ii) any  extensions or renewals of any
Obligation;  (iii) any rescissions,  waivers, amendments or modifications of any
of the terms or provisions of any  agreement  evidencing,  securing or otherwise
executed in connection with any Obligation  (provided,  that, the obligations of
each  Guarantor  hereunder  shall  be  appropriately  modified  to  reflect  any
amendment or modification of the Obligations);  (iv) the substitution or release
of any  entity  primarily  or  secondarily  liable for any  Obligation;  (v) the
adequacy of any rights the Secured  Party may have  against  any  collateral  or
other means of obtaining  repayment of the  Obligations;  (vi) the impairment of
any  collateral  securing the  Obligations,  including  without  limitation  the
failure to perfect or preserve  any rights the Secured  Party might have in such
collateral  or  the  substitution,   exchange,   surrender,   release,  loss  or
destruction  of any such  collateral;  or (vii) any other act or omission  which
might in any manner or to any extent vary the risk of any Guarantor or otherwise
operate as a release or  discharge of any other  Guarantor,  all of which may be
done without notice to any Guarantor.

         5.  UNENFORCEABILITY OF OBLIGATIONS AGAINST BORROWER. If for any reason
the Borrower has no legal existence or is under no legal obligation to discharge
any of the Obligations,  or if any of the Obligations have become  irrecoverable
from the  Borrower by operation of law or for any other  reason,  this  Guaranty
shall  nevertheless  be binding on each  Guarantor to the same extent as if each
Guarantor at all times had been the principal  obligor on all such  Obligations.
In the event that  acceleration  of the time for payment of the  Obligations  is
stayed upon the insolvency, bankruptcy or reorganization of the Borrower, or for

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any other reason,  all such amounts otherwise subject to acceleration  under the
terms of any agreement evidencing,  securing or otherwise executed in connection
with any Obligation shall be immediately due and payable by each Guarantor.

         6.  SUBROGATION;  SUBORDINATION.  Until the payment and  performance in
full of all  Obligations  and any and all  obligations  of the  Borrower  to any
affiliate of the Secured Party,  no Guarantor  shall exercise any rights against
the Borrower arising as a result of payment by any Guarantor  hereunder,  by way
of  subrogation or otherwise,  and will not prove any claim in competition  with
the  Secured  Party or its  affiliates  in respect of any payment  hereunder  in
bankruptcy or insolvency  proceedings of any nature; no Guarantor will claim any
set-off or counterclaim  against the Borrower in respect of any liability of any
Guarantor  to the  Borrower;  and each  Guarantor  waives any benefit of and any
right to participate in any collateral which may be held by the Secured Party or
any  such  affiliate.  The  payment  of any  amounts  due  with  respect  to any
indebtedness  of the Borrower now or hereafter  held by any  Guarantor is hereby
subordinated  to the prior payment in full of the  Obligations.  Each  Guarantor
agrees that after the occurrence of any default in the payment or performance of
the Obligations, after the expiration of any applicable cure period, it will not
demand,  sue for or  otherwise  attempt  to  collect  after  such  time any such
indebtedness of the Borrower to such Guarantor until the Obligations  shall have
been paid in full. If,  notwithstanding  the foregoing  sentence,  any Guarantor
shall collect,  enforce or receive any amounts in respect of such  indebtedness,
such amounts  shall be  collected,  enforced  and received by such  Guarantor as
trustee for the Secured  Party and be paid over to the Secured  Party on account
of  the  Obligations  without  affecting  in any  manner  the  liability  of any
Guarantor under the other provisions of this Guaranty.

         7. FURTHER ASSURANCES.  Each Guarantor agrees to do all such things and
execute  all such  documents,  as the  Secured  Party  may  consider  reasonably
necessary or  desirable to give full effect to this  Guaranty and to perfect and
preserve the rights and powers of the Secured Party hereunder.

         8. TERMINATION; REINSTATEMENT. This Guaranty shall remain in full force
and effect  until the  earlier of: (i) the  Obligations  are paid in full (other
than  contingent  indemnity  obligations),  and not subject to any  recapture or
preference in bankruptcy  or similar  proceedings,  and the Secured Party has no
further commitment to extent credit to the Borrower or (ii) the Secured Party is
given written notice of each Guarantor's intention to discontinue this Guaranty,
notwithstanding any intermediate or temporary payment or settlement of the whole
or any  part of the  Obligations.  No such  notice  under  (ii)  above  shall be
effective unless received and acknowledged by an officer of the Secured Party at
its head  office.  No notice  under  (ii) above  shall  affect any rights of the
Secured  Party or of any  affiliate  hereunder  with respect to any  Obligations
incurred  prior to such notice.  This Guaranty shall continue to be effective or
be reinstated,  notwithstanding  any notice or  termination,  if at any time any
payment made or value  received  with respect to an  Obligation  is rescinded or
must otherwise be returned by the Secured Party upon the insolvency,  bankruptcy
or reorganization of the Borrower, or otherwise,  all as though such payment had
not been made or value received.

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         9. SUCCESSORS AND ASSIGNS. This Guaranty shall be jointly and severally
binding upon each Guarantor,  its successors and assigns, and shall inure to the
benefit  of  and be  enforceable  by  the  Secured  Party  and  its  successors,
transferees  and assigns.  Without  limiting  the  generality  of the  foregoing
sentence,  the Secured  Party may assign or otherwise  transfer any agreement or
any note held by it  evidencing,  securing or otherwise  executed in  connection
with the Obligations,  or sell  participations in any interest  therein,  to any
other person or entity,  and such other person or entity shall thereupon  become
vested,  to the extent set forth in the agreement  evidencing  such  assignment,
transfer or participation, with all the rights in respect thereof granted to the
Secured Party herein.

         10. AMENDMENTS AND WAIVERS.  No amendment or waiver of any provision of
this Guaranty nor consent to any departure by any Guarantor  therefrom  shall be
effective  unless the same shall be in writing and signed by the Secured  Party.
No  failure  on the  part of the  Secured  Party  to  exercise,  and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder  preclude any other or further
exercise thereof or the exercise of any other right.

         11. NOTICES. All notices and other communications  called for hereunder
shall be made in writing and, unless  otherwise  specifically  provided  herein,
shall be deemed to have been duly made or given when delivered by hand or mailed
first  class mail  postage  prepaid  or, in the case of  telegraphic  or telexed
notice, when transmitted,  answer back received, addressed as follows: if to the
Guarantors,  at the address set forth above, and if to the Secured Party, at the
address set forth above,  or at such  address as either  party may  designate in
writing.

         12.  GOVERNING  LAW;  CONSENT TO  JURISDICTION.  This Guaranty shall be
governed by, and construed in accordance with, the laws of the State of New York
without  reference to its conflicts of laws  provisions.  Each Guarantor  agrees
that any suit for the  enforcement of this Guaranty may be brought in the courts
of the State of New York or any federal  court  sitting  therein and consents to
the  non-exclusive  jurisdiction  of such court and to service of process in any
such suit being made upon the  Guarantors  by mail at the address  specified  in
Section 11 hereof. Each Guarantor hereby waives any objection that it may now or
hereafter have to the venue of any such suit or any such court or that such suit
was brought in an inconvenient  court.  Any enforcement  action relating to this
Guarantee  may be brought by motion for summary  judgment in lieu of a complaint
pursuant to Section 3213 of the New York Civil Practice Law and Rules.

         13. WAIVER OF JURY TRIAL. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF THIS
GUARANTY,  THE SECURED  PARTY,  HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN
ANY COURT WITH  RESPECT  TO, IN  CONNECTION  WITH,  OR ARISING  OUT OF: (A) THIS
GUARANTY OR ANY OTHER  INSTRUMENT OR DOCUMENT  DELIVERED IN CONNECTION  WITH THE
OBLIGATIONS;  (B)  THE  VALIDITY,  INTERPRETATION,   COLLECTION  OR  ENFORCEMENT
THEREOF; OR (C) ANY OTHER CLAIM OR DISPUTE HOWEVER ARISING BETWEEN ANY GUARANTOR
AND THE SECURED PARTY.

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         14. CERTAIN  REFERENCES.  All pronouns and any variations thereof shall
be deemed to refer to the masculine,  feminine,  neuter,  singular or plural, as
the identity of the person,  persons,  entity or entities may require. The terms
"herein",  "hereof" or  "hereunder" or similar terms used in this Guaranty refer
to this entire  Guaranty and not only to the  particular  provision in which the
term is used.

         15. MISCELLANEOUS. This Guaranty, together with the Security Agreement,
delivered  by the  Guarantors  as of the  date  hereof  to  the  Secured  Party,
constitutes  the entire  agreement of the Guarantors with respect to the matters
set forth herein. The rights and remedies herein provided are cumulative and not
exclusive  of any  remedies  provided  by law or any other  agreement,  and this
Guaranty  shall be in addition to any other  guaranty  of the  Obligations.  The
invalidity  or  unenforceability  of any one or more  sections of this  Guaranty
shall not affect the validity or  enforceability  of its  remaining  provisions.
Captions are for the ease of reference  only and shall not affect the meaning of
the relevant provisions. The meanings of all defined terms used in this Guaranty
shall be equally applicable to the singular and plural, masculine,  feminine and
generic forms of the terms defined.  The  obligations of each Guarantor shall be
joint and several.






















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IN WITNESS  WHEREOF,  each Guarantor has caused this Guaranty to be executed and
delivered  as of the  date  appearing  in the  introductory  paragraph  of  this
Guaranty.


NATIONAL PROFESSIONAL SERVICES INC.

By: /s/ Edward L. Torres
----------------------------------------------------------
     Name: Edward L. Torres
     Title: President

PACIFIC ENVIRONMENTAL SAMPLING, INC.
By: /s/ Edward L. Torres
----------------------------------------------------------
     Name: Edward L. Torres
     Title: President

ALLSTATE HOME INSPECTION & ENVIRONMENTAL TESTING, LTD.
By: /s/ Edward L. Torres
----------------------------------------------------------
     Name: Edward L. Torres
     Title: President
























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