Exhibit 99.1

                            STOCK PURCHASE AGREEMENT

         This Stock  Purchase  Agreement (the  "Agreement")  is made and entered
into as of the 25th day of June 2007 by and among  Advanced  Roofing  Solutions,
Inc., a California  corporation  ("ARS"),  Eduardo Guerra, an individual and 50%
shareholder  of ARS,  Marco Guerra,  an individual  and 50%  shareholder  of ARS
(collectively,  the "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
          ARS.

     B.   ARS is engaged in the  business of  providing  analysis,  preventative
          maintenance,  service  and  repairs  for the roofs of clients  such as
          individual  homeowners,  home owner  associations,  property managers,
          commercial  property  owners,  multi-unit  residences,  and commercial
          organizations  with five or more  units  within  any city  limit  (the
          "Business").

     C.   The Company  desires to acquire from Seller and Seller desires to sell
          to the Company 100% of the total issued and  outstanding  stock of ARS
          in  exchange  for a minimum  of  1,100,000  shares  and a  maximum  of
          1,500,000   shares  of  the   Company's   common  stock   issuable  in
          installments  over time,  1,000,000  warrants  entitling the Seller to
          purchase 1,000,000  additional shares of the Company's common stock at
          a purchase  price of $0.75 per share for a period of three  years from
          the date of the closing of the purchase under this Agreement, issuable
          at such  time  as  specified  in this  Agreement,  plus a  minimum  of
          $1,000,000  and a maximum of  $1,950,000  in cash (subject to possible
          further increase), payable in installments over time.

     D.   Upon  Closing  (as such term is defined in Section  4.1),  the Company
          will create an ARS division (the "ARS  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,  Seller hereby agrees to convey to the Company all of
their  capital  stock (the "ARS Stock") and right,  title and interest in and to
ARS, on the Closing Date (as defined in Section 4.1 of this Agreement).

         1.2  PURCHASE  PRICE.  As  consideration  for the sale by Seller of the
shares of ARS Stock to the Company on the Closing Date,  the Company will pay to
Seller the following, subject to possible increase as provided in Section 1.2(e)
of this  Agreement  (the  "Purchase  Price"):  (i) $1,000,000 in cash (the "Cash
Payment"),  payable  as  provided  in  Section  1.2(a) of this  Agreement,  (ii)
1,100,000  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)
1,000,000 warrants entitling the Seller to purchase 1,000,000  additional shares
of the Company's common stock at a purchase price of $0.75 for a period of three
years from the Closing  Date,  issuable at the Closing  Date.  The  certificates
evidencing the Shares will bear the following legend:

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          "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 minimum cash payment
               of $1,000,000 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)  $750,000  paid upon  Closing (as
               defined in Section 4.1 of this Agreement),  (ii) $100,000 paid 30
               days after  Closing,  (iii)  $100,000 paid 60 days after Closing,
               and (iv) $50,000 paid 90 days after Closing.

          (b)  COMPANY SHARES. Seller is to receive a total minimum of 1,100,000
               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 among the Seller (as among them on a
               50% - 50% basis) as  follows:  (i) 750,000  shares upon  Closing,
               (ii) 50,000 shares 30 days after Closing,  (iii) 50,000 shares 60
               days after  Closing,  (iv) 50,000 shares 120 days after  Closing,
               (v) 50,000 shares 180 days after Closing, and (vi) 150,000 shares
               275 days after Closing.

          (c)  COMPANY WARRANTS. Seller will be issued (as among them on a 50% -
               50%  basis) a  collective  total  of  1,000,000  warrants  on the
               Closing which will entitle each of them to purchase up to 500,000
               additional  shares of common  stock of the  Company at a purchase
               price of $0.75 per share  for a period  of three  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 Seller for a period of at least one year from the date of
               Closing.  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 them in writing for inclusion in
               the registration statement, subject to the underwriter's (if any)
               reasonable approval.

          (e)  ADJUSTMENTS TO PURCHASE PRICE. The amount of the Cash Payment and
               Stock  Payment may be increased and paid subject to the following
               terms and conditions:

               (I)  ADJUSTMENT  IN CASH  PAYMENT.  The Seller  will earn and the
                    Buyer  will  pay to the  Seller  a  collective  total  of an
                    additional  $250,000  in cash if and upon ARS signing a Home
                    Warranty  Program (the  "Program")  with a  nationwide  home
                    warranty  provider which  represents  over 100,000  national
                    home warranty contracts across several markets in the United
                    States,  reflecting  a minimum of  $16,000,000  of estimated
                    gross  revenue  for ARS over  the 36  months  following  the
                    execution of the  agreements  evidencing  the  Program.  The
                    Seller  will  earn and the  Buyer  will pay to the  Seller a
                    collective  total of an  additional  $200,000  in cash on or
                    before  January 31, 2009 if ARS  achieves 85% or more of its
                    projected  gross  revenue and net profits  during the period
                    from Closing to December  31, 2008,  as reflected in the ARS
                    Budget (as defined in Section 3 herein),  a copy of which is
                    attached  to this  Agreement  as Exhibit A. The Seller  will
                    earn and the Buyer will pay to the Seller a collective total

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                    of an additional  $500,000 in cash on or before  January 31,
                    2009 if ARS exceeds its projected  gross revenue  during the
                    period from Closing to December  31,  2008,  as set forth in
                    the ARS Budget, by more than 35%. If ARS achieves or exceeds
                    its projected net profits  during the period from Closing to
                    December 31, 2008 as set forth in the ARS Budget and exceeds
                    it projected  gross revenue  during that period by more than
                    35%,  then  for each  percentage  point  above  35% that ARS
                    exceeds it projected  revenue during said period,  the Buyer
                    will pay an  additional  collective  total of $14,000 of the
                    Purchase  Price in cash to the  Seller on or before  January
                    31, 2009, up to a total maximum of an additional $300,000 in
                    Cash Payment.


               (II) ADJUSTMENT  TO STOCK  PAYMENT.  The Seller will earn and the
                    Buyer  will  issue to the  Seller a  collective  total of an
                    additional  400,000 shares of the Buyer's common stock on or
                    before  January 31, 2009 if ARS  achieves 85% or more of its
                    projected  gross  revenue and net profits  during the period
                    from Closing to December  31, 2008,  as reflected in the ARS
                    Budget.

               (III)ACCELERATION OF CERTAIN  ADJUSTMENTS.  In the event that (i)
                    the  employment  of both  Sellers with ARS and the Buyer and
                    their  successors-in-interest and affiliates is unilaterally
                    terminated by the Buyer without cause (i.e. the Sellers have
                    not  during  their  employment   voluntarily   resigned  nor
                    breached this Agreement,  nor committed  negligence,  fraud,
                    willful  misconduct,  breach of fiduciary duty, or a felony,
                    nor been disabled for more than six months or died) prior to
                    December  31,  2008,  or (ii)  the  Buyer  does not upon the
                    written  request of Sellers  invest at least  $500,000  into
                    ARS,  including  the  amount  invested  pursuant  to Section
                    1.2(f) of this  Agreement,  then the Buyer will  immediately
                    pay to the Seller in cash a collective total of the $250,000
                    Program  bonus,  $200,000  projection  bonus,  and  $500,000
                    excess  projection bonus referenced in Section  1.2(e)(I) of
                    this  Agreement,  as well as issue  to  Seller  the  400,000
                    additional  shares  of bonus  stock  referenced  in  Section
                    1.2(e)(II) of this Agreement.

          (f)  BRIDGE LOAN.  Upon the execution of this Agreement by all parties
               hereto, ESP will make a $250,000 bridge loan to ARS to be used by
               ARS for the establishment of its training and educational program
               as mutually  agreed by ESP and ARS. The loan will be  noninterest
               bearing and will be converted into an equity investment in ARS at
               the Closing,  or if the Closing does not occur, will be converted
               into voting  common stock of ARS issued to ESP in an amount based
               on a pre-money valuation of ARS of $3,200,000;  provided, that if
               the Closing  does not occur due to a breach of this  Agreement by
               ARS,  then the  loan  will be  immediately  due and  payable  and
               commence bearing interest at the rate of 10% per annum.

2.       COVENANT NOT TO COMPETE.

         As an inducement to Buyer to enter into and to perform its  obligations
under this  Agreement,  Seller  covenants to enter into a non-compete  agreement
with the Buyer on the  Closing  Date  pursuant  to which  Seller will agree that
during the term of their  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

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securities;   or  (c)  in  any  other  individual  or  representative   capacity
whatsoever,  for their 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 (the  "Non-Compete  Agreement").
Seller  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 Seller 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.

3.       EMPLOYMENT

         On the Closing Date (as defined in Section 4.1 of this Agreement),  the
Company will employ Marco Guerra as the Division  President of the ARS Division,
and Eduardo  Guerra as the Senior Vice President of ARS with an annual salary to
be agreed upon for both  individuals in the annual budget and projections of ARS
for 2007 and 2008,  a copy of which is  attached  hereto as  Exhibit A (the "ARS
Budget").  Eduardo  Guerra  shall be employed by the Company as  Executive  Vice
President of Strategic  Planning and shall report  directly to the President and
Chief Executive Officer of the Company. The term of such employment  arrangement
will be for a minimum of 275 days after the Closing,  and  thereafter  on an "at
will" basis. Marco Guerra will handle all day to day responsibilities of the ARS
Division,  with the  exception  of any tasks to be  handled  by the  Company  as
described  in Section 8.1 of this  Agreement.  Additionally,  Marco  Guerra will
oversee the ARS Division's financial responsibilities as stated and agreed to in
the ARS Budget. Marco Guerra's other  responsibilities  shall include having the
ARS Division staff prepare the necessary monthly financial documentation for ARS
needed by the  Company's  management by the 10th day of each month for the prior
month, finalizing the ARS Budget with the Company,  assisting in the transfer of
ARS 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 ARS for
each year.  Seller will receive  standard  Company  benefits such as medical and
dental  insurance  which can be  extended  to their  family  through a cafeteria
program.  Upon 90 days after Closing,  Seller shall be appointed one seat to the
Company's  Board of Directors.  Seller 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 of July 15, 2007, or on another date, place and time as
the parties  mutually  agree in writing,  or within 10 days after  completion of
ARS's 2005 and 2006 audited and 2007 unaudited financial  statements,  whichever
occurs later, but in no event after July 31, 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

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         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 ARS.

                  (c) Seller will deliver to Buyer copies of necessary corporate
         resolutions of the Board of Directors of ARS authorizing the execution,
         delivery,  and  performance of this Agreement and the other  agreements
         contemplated by this Agreement for ARS's execution, and consummation of
         the transactions contemplated by this Agreement, which resolutions have
         been  certified  by an officer of ARS 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 ARS 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
         sale,  assignment,  transfer and delivery of the ARS 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, ARS will:

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

                  (b) consistent  with the ordinary  course and past practice of
         business, maintain all of the assets of ARS 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 ARS consistent
         with ARS's normal business practices  consistently  applied,  including
         recognition  of revenues  and  expenses,  continue to collect  accounts
         receivable  and pay  accounts  payable  consistent  with  ARS's  normal
         procedures and without  discontinuing  or accelerating  payment of such
         accounts  and  comply  with  all  contractual  and  other   obligations
         applicable to ARS 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  ARS
         (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

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                  (e) not hire any officer,  director,  employee, agent or other
         similar  representative  of ARS  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 ARS'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 ARS to any of its
         shareholders  or other  affiliates of ARS, or to any other party except
         consistent with the ordinary course and past practice of business.

         4.4 NO  SOLICITATION  AND DUE  DILIGENCE.  ARS will  not,  nor will ARS
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
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 ARS, for the period  commencing on
the date first  above  written  and  extending  until July 1, 2007.  During this
period and until the Closing or  termination of this  Agreement,  ARS and Seller
will fully  cooperate with the Buyer and its  representatives  to enable them to
conduct  complete due  diligence of ARS, its business,  and the books,  records,
financial  statements  and  documents  relating to ARS 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 (i) the Closing does not occur
by the latest date  specified in Section 4.1 of this  Agreement,  or (ii) Seller
may also  terminate  this  Agreement  by written  notice to Buyer as provided in
Section 8.3 of this Agreement,  or (iii) if either party provides written notice
of  termination  on or before  July 31,  2007 and seller  agrees to  immediately
refund Bridge Loan pursuant to section 1.2 (f).

5.       REPRESENTATIONS AND WARRANTIES OF ARS AND SELLER.

         Except as disclosed on the Schedules  attached hereto and  incorporated
herein by reference,  ARS 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 ARS 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 ARS 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 ARS and Seller.

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

         5.3 GOOD STANDING.  ARS (i) is duly organized,  validly existing and in
good standing under the laws of the  jurisdiction  in which it is  incorporated,

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(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 based
upon the current operations of ARS.

         5.4 CHARTER DOCUMENTS AND CORPORATE RECORDS.  ARS 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 ARS,  including  all  amendments
thereto,  (ii) the stock records of ARS, and (iii) the minutes and other records
of the meetings and other  proceedings of the shareholders and directors of ARS.
ARS 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 ARS that are
not fully reflected in the appropriate  minute books or other written records of
ARS.

         5.5  FINANCIAL  STATEMENTS.  ARS has  delivered,  will deliver prior to
Closing or otherwise make available to Buyer the following financial  statements
relating to ARS (the "ARS  Financial  Statements"):  (i) the  unaudited  balance
sheet, statements of operations,  retained earnings and shareholders' equity for
the three months ended March 31, 2007 and (ii) the audited financial  statements
prepared in accordance with GAAP as of and for the twelve months ending December
31,  2005  and  2006,  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 ARS Financial Statements: (a) present fairly the financial position
of ARS as of the  respective  dates  thereof and the results of  operations  and
changes in financial position of ARS for the respective periods covered thereby;
and (b) have been prepared in accordance  with ARS's normal  business  practices
applied on a consistent basis throughout the periods covered.

         5.6  CAPITALIZATION.  The  authorized  capital stock of ARS consists of
10,000 shares of common stock, par value $0.01 per share, of which 10,000 shares
are issued and  outstanding,  and no shares of preferred  stock, par value $0.01
per share, of which no shares are issued and outstanding. All of the outstanding
shares  of  the  capital  stock  of ARS  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 ARS.

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

                  (d) ARS 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) ARS has not formed any subsidiary or contributed any funds
         or other assets to any subsidiary.

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                  (f) ARS 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) ARS 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) ARS 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 ARS (whether or not
         covered by insurance).

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

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

                  (p) No material  contract or other  instrument to which ARS is
         or was a party or by which ARS 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) ARS 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 ARS Financial  Statements as
         of December 31, 2006 or have been incurred  since  December 31, 2006 in

                                      -8-
<PAGE>

         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) ARS 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) ARS has not  changed  its  methods  of  accounting  or its
         accounting practices in any material respect.

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

                  (u) ARS 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.  ARS 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 ARS Financial Statements as of December 31, 2006, except
for  obligations  incurred  since  December  31, 2006 in the  ordinary and usual
course of business consistent with past practice.

         5.9      CONTRACTS.

                  (a) ARS 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 ARS
         which are (i) material to the Business as currently conducted; (ii) are
         subject  to  default  or  termination  upon a change in control of ARS;
         (iii)  create  a   partnership   or  joint   venture;   (iv)  impose  a
         noncompetition  obligation on ARS, 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").

                  (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 ARS 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) ARS 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 ARS,  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.

                                      -9-
<PAGE>

         5.10 ACCOUNTS  RECEIVABLE.  Except as otherwise disclosed in writing to
Buyer prior to the Closing,  all of ARS'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 ARS Financial Statements.

         5.11     ARS 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 ARS.

                  (b) ARS has good title to all of its assets  reflected  in the
         ARS  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 ARS Financial Statements.

                  (c)  ARS  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.

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

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

         5.12 COMPLIANCE WITH LAWS; LICENSES AND PERMITS. ARS 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. ARS 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 ARS 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 ARS to conduct its business in
the  manner  in  which it is now  being  conducted,  and ARS 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,  ARS 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
ARS Financial Statements fully accrue or reserve all current and deferred taxes.
ARS 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

                                      -10-
<PAGE>

taxes not yet delinquent. ARS 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 ARS. ARS 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
ARS 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 ARS  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, ARS represents that it has at all relevant times been
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  December  31,  2006,  ARS 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 December 31, 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.  ARS has provided Buyer or otherwise
made  available to Buyer a full and complete  list of all  officers,  directors,
employees and consultants of ARS 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 ARS,  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 ARS 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 ARS's business.

         (b) ARS has performed,  or is now  performing,  the obligations of, and
ARS 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  ARS  received  notice  of  warning  of  alleged
nonperformance,  delay in delivery or other noncompliance by ARS 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.  ARS 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

                                      -11-
<PAGE>

amount for which each such customer was invoiced  during the twelve month period
ending  December 31, 2006, and (c) the expiration  date of ARS's  contracts with
such customers.

         5.18  SUPPLIERS.  ARS has  provided or made  available to Buyer (a) the
names of all suppliers from which ARS ordered  inventories  and other  products,
goods,  and services with an aggregate  purchase price for each such supplier of
$10,000 or more during the twelve month period ended  December 31, 2006, and (b)
the amount for which each such supplier invoiced ARS 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 ARS, (b) there are no pending or threatened  material
claims  with  respect  to any such  warranty,  and (c) ARS 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 ARS  Financial
Statements.

         5.20     PROPRIETARY RIGHTS.

                  (a) ARS 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 ARS or in  which it has any
         rights or  licenses,  except  for  software  used by ARS and  generally
         available on the commercial  market. ARS 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 ARS with each officer,  employee or consultant of ARS
         providing ARS with title and ownership to patents, patent applications,
         trade secrets and inventions  developed or used by ARS in its business.
         To ARS'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) ARS 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 ARS, and the same are  sufficient to conduct ARS's business
         as it has been and is now being conducted.

                  (c) The  operations  of ARS do not conflict  with or infringe,
          and no one has asserted to ARS 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 ARS with respect to any Proprietary
          Rights,  and to the  knowledge of the  management of ARS none has been
          threatened  against ARS. To the  knowledge of the  management  of ARS,
          there are no facts or alleged facts which would  reasonably serve as a
          basis for any claim  that ARS 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 ARS as it has been and is now
          being conducted.

                  (d) No  employee  of ARS is in  violation  of any  term of any
         employment contract,  proprietary information and inventions agreement,

                                      -12-
<PAGE>

         non-competition  agreement, or any other contract or agreement relating
         to the  relationship  of any such  employee  with  ARS or any  previous
         employer.

         5.21 INSURANCE.  ARS 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 ARS is
a party or is a beneficiary  or named insured as of the Closing Date. ARS 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 ARS, 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 calendar year ending on December 31, 2006.

         5.22 LABOR  RELATIONS.  None of the employees of ARS 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 ARS'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 ARS
relating to the alleged violation of any legal  requirement  pertaining to labor
relations  or  employment  matters.  ARS  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.  ARS is in material  compliance with
the Immigration Reform and Control Act of 1986.

         5.23 EMPLOYEE  BENEFITS.  ARS has provided or made available to Buyer a
complete and accurate list of all employee  payroll and benefit plans of ARS and
provided  Buyer  with the  right to  inspect  true and  complete  copies  of all
employee payroll and benefit plans of ARS (i) currently in effect, and (ii) with
respect  to which  ARS may have  any  liability  or  obligation  (the  "Employee
Plans"). ARS 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 ARS,  its
business,  or ARS's assets. Except as disclosed to Buyer by ARS in writing, none
of the employees of ARS are covered by a collective  bargaining agreement or any
multi-employer plan.

         5.24     INTENTIONALLY OMITTED.

         5.25     INTENTIONALLY OMITTED.

         5.26 NO DISTRIBUTOR AGREEMENTS. Except as disclosed in writing to Buyer
prior to the  Closing,  ARS is not a party to, nor is the  property of ARS 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 ARS or any of their affiliates (i) is indebted
to, or has any financial,  business or contractual  relationship  or arrangement
with ARS, or (ii) has any direct or indirect interest in any property,  asset or
right which is owned or used by ARS or pertains to the business of ARS.

         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

                                      -13-
<PAGE>

against or with  respect to ARS which (i) if adversely  determined  would have a
material adverse effect on the business, condition, assets or operations of ARS,
or (ii) challenges or would challenge any of the actions required to be taken by
ARS 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 ARS; (ii)  contravene or result in a violation of any  resolution  adopted by
the  shareholders  or directors of ARS; (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 ARS;  (v)  result in the loss of any
license or other  contractual  right of ARS; (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 ARS; (vii) result in the creation
or imposition of any lien,  charge,  encumbrance  or  restriction  on any of the
assets of ARS; (viii) result in the  reassessment or revaluation of any property
of ARS by any taxing authority or other governmental  authority;  (ix) result in
the  imposition  of, or subject ARS 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 ARS or any of its assets or business are subject.

         5.30  APPROVALS.  ARS has  provided  Buyer with a complete and accurate
list  of all  jurisdictions  in  which  ARS 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 ARS in  connection
with the execution, delivery or performance of this Agreement.

         5.31 BROKERS.  ARS 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 ARS'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.  ARS has no existing or pending
liabilities, obligations or deferred payments due to any federal, state or local
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 ARS or Seller aware of any threatened action
or claim or any  condition  that could support an action or claim against ARS or
its business for any of said liabilities, obligations or deferred payments.

         5.33     INTENTIONALLY LEFT BLANK.

         5.34     INTENTIONALLY LEFT BLANK.

         5.35 TAX ADVICE.  ARS and Seller hereby represent and warrant that they
have  sought  their  own  independent  tax  advice  regarding  the  transactions
contemplated  by this  Agreement,  and neither ARS 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

                                      -14-
<PAGE>

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 $.001,  14,743,624
shares of which are issued and  outstanding  as of the date of the filing of the
Buyer's Report on Form 10-QSB with the  Securities  and Exchange  Commission for
the fiscal  quarter  ending March 31, 2007,  and  5,000,000  shares of preferred
stock,  no par  value,  none of which  are  issued  or  outstanding.  All of the
outstanding shares of the capital stock of Buyer are validly issued,  fully paid
and non-assessable,  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, 2005 and 2006,  including the audited  balance sheets of the
Company  as of  December  31,  2005  and  2006,  and the  audited  statement  of
operations  for the twelve months ending  December 31, 2005 and 2006, as well as
the  unaudited  financial  statements of the Company for the three months ending
March 31, 2007.  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      INTENTIONALLY LEFT BLANK.

                                      -15-
<PAGE>

         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.

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:

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

                  (b) All Taxes (except  corporate income taxes) due and payable
         by ARS 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 ARS's  balance  sheet
         delivered to Buyer.

                  (c) The  financial  condition  of ARS must  not be  materially
         different  than as set  forth  in the ARS  Financial  Statements  as of
         December  31,  2006,  except  for  changes  arising  as a result of the
         conduct of ARS's  business in the  ordinary  course of  business  since
         December 2006.

                  (d) ARS must have delivered to Buyer a certificate executed by
         the  Secretary of ARS  certifying  (i) the names of the officers of ARS
         authorized to sign this  Agreement to which it is a party and all other
         documents and  instruments  executed by ARS pursuant  hereto,  together
         with the true  signatures  of such  officers;  (ii) copies of corporate
         resolutions  adopted by the Board of Directors of ARS  authorizing  the
         appropriate  officers of ARS to execute and deliver this  Agreement and
         all  other  agreements,  documents  and  instruments  executed  by  ARS
         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 ARS by a date on or before
         June 30,  2007,  including  but not  limited  to  financial,  legal and
         business  affairs of ARS. 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 June 30,  2007,  then this  condition
         shall be deemed satisfied.

                  (f) Such directors of ARS, 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 ARS. The  directors of
         ARS shall have duly appointed  (effective as of the Closing) such other

                                      -16-
<PAGE>

         persons as the Company  shall have  designated to fill the vacancies on
         the Company's Board of Directors.

                  (g) All  representations and warranties of ARS and Seller made
         in this Agreement or in any exhibit or schedule hereto delivered by ARS
         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 ARS and Seller at the  Closing  that no
         material  adverse  change has occurred to ARS or its  business  between
         December 31, 2006 and the Closing Date.

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

                  (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  ARS   Stock,   which   will   include,   but  not  be  limited  to
         representations  and warranties by Seller  confirming  their investment
         sophistication,  knowledge, and experience,  their financial condition,
         and their access to information regarding the Buyer.

                  (j) ARS will supply ESP with a schedule of  outstanding  short
         and long-term debt,  including a working line of credit and credit card
         balances,  in an  amount  not to  exceed  $150,000,  prior to or at the
         Closing Date. ESP agrees to transfer or otherwise  extinguish said debt
         and close such accounts  within 120 days of Closing,  during which time
         ESP will  service  the debt in a manner  consistent  with the terms and
         conditions of the issuing creditor.

                  (k) As a condition  to the Closing,  ARS will deliver  audited
         financial  statements  of it covering the fiscal years ending  December
         31,  2005 and 2006,  prepared in  accordance  with  generally  accepted
         accounting  principles  ("GAAP"),  sufficient  to enable the Company to
         comply with its SEC  reporting  requirements  on Form 8-K.  The Company
         will bear all of the expenses incurred for the audit.

         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 December 31,
         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 ARS 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

                                      -17-
<PAGE>

         executed  by  the  Buyer   pursuant   hereto  and  to  consummate   the
         transactions contemplated herein.

8.       FURTHER ASSURANCES AND POST CLOSING COVENANTS AND OBLIGATIONS.

         8.1 COVENANTS OF BUYER TO ARS AND SELLER AFTER  CLOSING.  Upon Closing,
the Company  shall create the ARS Division  within the structure of the Company.
After  Closing,  the Buyer  shall  handle  all of the ARS  Division's  financial
responsibilities,  all of the ARS Division's funding  requirements and all human
resource requirements such as payroll and benefits.

         8.2  COVENANTS OF SELLER AND ARS TO BUYER.  Seller  hereby  assumes and
agrees  to  bear  and  pay  all  liability  and  responsibility  for any and all
liabilities  arising from the  arbitration  proceeding  known as Advance Roofing
Solutions,  Inc. v. Upside  Consulting Group (the "Case") prior to and after the
Closing Date. Seller shall indemnify the Company, ARS 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,
ARS, or any of their  affiliates as a direct or indirect result of the Case. ARS
and the Company hereby assign all liability for and any monetary  awards arising
from the Case to Seller.  All other  expenses  incurred shall be approved by the
Buyer's Chief Executive Officer or Chief Financial Officer.  Furthermore,  Marco
Guerra is to remain as the  President  of ARS,  and will  handle all  day-to-day
responsibilities  of ARS with the  exception of those tasks to be handled by the
Company.  Additionally,  Eduardo Guerra has agreed to be assigned to a number of
tasks to be handled by him after the Closing:  (i) he will oversee the financial
responsibilities  of the ARS  division as stated and agreed to in the ARS Budget
outline;  (ii) he will  have  staff  prepare  all  necessary  monthly  financial
documentation  for ARS  needed by the  Company by the 10th day of each month for
the prior  month;  (iii) he will  assist  with the  transfer of ARS staff to the
Company's  leased  staffing  program  serviced by Kelly Staffing  within 90 days
after  Closing;  (iv) he will monitor ARS's  performance  in relation to the ARS
Budget;  and (v) he will mutually establish with the Company a five-year plan of
action that will include a 25-35% pre-tax profit for ARS for each year.

         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 60 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,  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
ARS  Division  and Seller  shall (i) return the entire  Stock  Payment to Buyer,
including  all Shares and  warrants;  (ii) retain all Cash  Payments and convert
them  into  stock  ownership  of ARS by the  Company  at the same  valuation  as
provided in Section 1.2(f) of this Agreement; and (iii) at Seller's election, be
conveyed back all ARS Stock by the Company (except as provided above in Sections
1.2(f) and 8.3(ii) of this  Agreement),  and have all ARS  documents of any kind
returned  to  Seller,  whereupon  neither  party nor ARS will  have any  further
obligations to the other parties under this Agreement.

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 two years 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

                                      -18-
<PAGE>

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 ARS in this Agreement or in any exhibits to this
Agreement  or any  material  breach of, or material  failure by ARS 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.

         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
         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

                                      -19-
<PAGE>

         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
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).

                                      -20-
<PAGE>

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.

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.

                                      -21-
<PAGE>

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)
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 ARS:

                  Advanced Roofing Solutions, Inc.
                  6033 W. Century Boulevard, Suite 970
                  Los Angeles, California 90045
                  Attention: Eduardo Guerra

                  (310) 676-8888 Phone
                  (310) 676-9010 Fax

                  IF TO SELLER:

                  Eduardo Guerra
                  6033 W. Century Boulevard, Suite 970
                  Los Angeles, California 900045

                  (310) 676-8888 Phone
                  (310) 676-9010 Fax

                  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

                                      -22-
<PAGE>

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.

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

ARS:                                  ADVANCED ROOFING SOLUTIONS, INC.,
                                      a California corporation

                                      By: /s/Eduardo Guerra
                                         -------------------------------------
                                          Eduardo Guerra, President


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

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

SELLER:                              /s/Eduardo Guerra
                                     -----------------------------------------
                                        Eduardo Guerra

                                     /s/Marco Guerra
                                     -----------------------------------------
                                        Marco Guerra

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


                                      -23-
<PAGE>



                                    EXHIBIT A

                                       to

                            Stock Purchase Agreement

                     ARS 2007 and 2008 Budget & Projections



