Exhibit 99.2

                            STOCK PURCHASE AGREEMENT


         This Stock  Purchase  Agreement (the  "Agreement")  is made and entered
into  as of the  29th  day of  June  2007  by and  among  Pacific  Environmental
Sampling,  Inc., a California  corporation ("PES"),  Hugh Dallas, an individual,
and  Environmental  Service  Professionals,  Inc.,  a  Nevada  corporation  (the
"Seller"), with respect to the following facts:

                                 R E C I T A L S

         A.       PES has been a federally  registered and regulated  franchisor
                  of environmental  sampling companies which operated throughout
                  North America (the "Business").

         B.       Seller  owns  1,000  shares  or 100% of the total  issued  and
                  outstanding capital stock of PES.

         C.       Hugh Dallas,  (, the  "Buyer")  desires to acquire from Seller
                  and Seller desires to sell to the Buyer 1,000 shares of PES in
                  exchange   for  one  dollar   and  other  good  and   valuable
                  consideration.

         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 Buyer
in this  Agreement,  Seller  hereby agrees to convey to Buyer all of its capital
stock (the "PES  Stock")  and right,  title and  interest  in and to PES, on the
Closing Date (as defined in Section 3.1 of this Agreement).

         1.2  PURCHASE  PRICE.  As  consideration  for the sale by Seller of the
shares of PES Stock to the Buyer on the Closing  Date (as defined in Section 3.1
of this  Agreement),  Buyer  will pay sell one dollar in cash and other good and
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by the parties to this Agreement (the "Purchase Price").

2.       CLOSING AND FURTHER ACTS.

         2.1 TIME AND  PLACE OF  CLOSING.  Upon  satisfaction  or  waiver of the
conditions  set  forth  in  Section  5 of this  Agreement,  the  closing  of the
transactions  contemplated  by this Agreement (the "Closing") will take place at
1111 East Tahquitz  Canyon Way,  Suite 110, Palm  Springs,  California  92262 at
11:00 a.m.  (local  time) on the date that the  parties  may  mutually  agree in
writing,  but in no event later than as of June 30, 2007 (the  "Closing  Date"),
unless extended by mutual written agreement of the parties.

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

                  (a) Buyer will pay to Seller the  Purchase  Price as described
         in Section 1.2 of this Agreement by delivery of one dollar in cash.

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                  (b) Seller will tender to the Buyer certificates and any other
         documents evidencing 100% of Seller's ownership in PES.

                  (c) Any  additional  documents or  instruments  as a party may
         reasonably  request or as may be  necessary  to evidence and affect the
         sale, assignment, transfer and delivery of the PES Stock to the Buyer.

3.       REPRESENTATIONS AND WARRANTIES OF PES AND SELLER.

         PES and Seller represent and warrant to Buyer as follows:

         3.1 POWER AND AUTHORITY;  BINDING  NATURE OF AGREEMENT.  PES and Seller
have full power and authority to enter into this  Agreement and to perform their
obligations  hereunder.  The  execution,   delivery,  and  performance  of  this
Agreement by PES has been duly  authorized by all necessary  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 PES
and Seller.

         3.2 SUBSIDIARIES. There is no corporation, general partnership, limited
partnership,  joint venture, association,  trust or other entity or organization
that PES directly or indirectly  controls or in which PES directly or indirectly
owns any equity or other interest.

         3.3 GOOD STANDING.  PES (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.

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

         3.5  FINANCIAL  STATEMENTS.  PES has  delivered to Buyer the  following
financial  statements  relating to PES prior to the Closing (the "PES  Financial
Statements"):  (i) the  unaudited  balance sheet of PES as of March 31, 2007 and
(ii) the unaudited  statements  of income for the years ended  December 31, 2005
and 2006 and the three  months  ended March 31, 2007 and the  unaudited  balance
sheet,  statements of retained earnings and  shareholders'  equity for the three
months ended March 31, 2007.  Except as stated  therein or in the notes thereto,
the PES Financial  Statements:  (a) present fairly the financial position of PES
as of the respective  dates thereof and the results of operations and changes in
financial  position of PES for the respective  periods covered thereby;  and (b)
have been prepared in accordance with PES' normal business  practices applied on
a consistent  basis  throughout  the periods  covered.  Buyer  understands  that
pursuant to Section 6.1(c) of this Agreement,  the PES Financial Statements will
be audited, prepared in accordance with GAAP and delivered to the Buyer prior to
or as soon as practicable after the Closing at the expense of Buyer.

         3.6  CAPITALIZATION.  The  authorized  capital stock of PES consists of
100,000,000  shares of common  stock,  no par value per  share,  of which  1,000
shares are issued and  outstanding,  and 5,000,000 shares of preferred stock, no

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par value  per  share,  none of which are  issued  and  outstanding.  All of the
outstanding  shares of the capital stock of PES are validly  issued,  fully paid
and  nonassessable,  and have been issued in full compliance with all applicable
federal, state, local and foreign securities laws and other laws.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER.

         Buyer represents and warrants to Seller as follows:

         4.1 POWER AND AUTHORITY;  BINDING  NATURE OF AGREEMENT.  Buyer has full
power and authority to enter into this Agreement and to perform its  obligations
hereunder.

         4.2  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.

         4.3 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.

         4.4 REPRESENTATIONS TRUE ON CLOSING DATE. To the Buyer's knowledge, the
representations and warranties of Buyer set forth in this Agreement are true and
correct on the date hereof,  and will be true and correct on the Closing Date as
though such representations and warranties were made as of the Closing Date.

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

         4.6 NON CONTRAVENTION. To the Company's knowledge neither the execution
and delivery of this  Agreement,  nor the  performance  of this  Agreement  will
contravene  or result in a material  violation of any of the  provisions  of any
other agreement or obligation of the Company.

5.       CONDITIONS TO CLOSING.

         5.1  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 PES, of which 1,000 shares will be reissued to Hugh Dallas,.

                  (b) Hugh  Dallas  shall  have been  appointed  to the Board of
         Directors of PES  (effective as of the Closing) and Edward Torres shall
         have submitted his resignation (to be effective as of the Closing) from
         the Board of Directors of PES.  Edward Torres shall have  submitted his
         resignation  (to be effective as of the Closing) as the Chief Executive
         Officer,  President,  Chief Financial Officer, and Secretary of PES and
         Hugh Dallas shall have been appointed as the Chief  Executive  Officer,
         President, Chief Financial Officer, and Secretary of PES.

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                  (c) All  representations and warranties of PES and Seller made
         in this Agreement or in any exhibit or schedule hereto delivered by PES
         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.

         5.2  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.

                  (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.

         5.3 NOTICE  REQUIREMENT.  Seller or PES will give prompt written notice
to Buyer of any development  occurring after the date of this Agreement,  or any
item  about  which  PES  did  not  have  actual  knowledge  on the  date of this
Agreement, which causes or reasonably could be expected to cause a breach of any
of the representations and warranties in Section 4 of this Agreement. Buyer will
give prompt written notice to Seller of any development occurring after the date
of this Agreement,  or any item about which Buyer did not have actual  knowledge
on the date of this Agreement,  which causes or reasonably  could be expected to
cause a breach of any of the representations and warranties in Section 4 of this
Agreement.

6.       FURTHER ASSURANCES AND POST CLOSING COVENANTS AND OBLIGATIONS.

         Following the Closing,  Buyer shall,  whenever reasonably  requested by
Seller  (including  reasonable prior notice to Buyer) and during normal business
hours, permit Seller or their respective  representatives to have access to such
business records (including  without  limitation  computer files) turned over to
Buyer pursuant to this  Agreement as may be required by Seller.  Buyer shall use
commercially  reasonable  efforts to preserve and maintain PES' payroll  records
for each fiscal year until the expiration of the statute of limitations (and any
waivers or extensions  thereof) for tax purposes  relating to such year, and all
other  records  relating  to the  Business  for at least  three  years after the
Closing Date.

7.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

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

8.       INJUNCTIVE RELIEF.

         8.1  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.

         8.2 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

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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.

9.       FURTHER ASSURANCES.

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

10.      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).

11.      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.

12.      SUCCESSORS AND ASSIGNS.

         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.

13.      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.

14.      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 in Los Angeles County, California.

15.      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.

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16.      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.

17.      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.

18.      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.

19.      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.

20.      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 PES:      Pacific Environmental Sampling, 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


         If to Seller:   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



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         If to Buyer:   Hugh Dallas
                        1111 Tahquitz Canyon Way, Suite 110
                        Palm Springs, California 92262

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

21.      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,  no
press  release,  notice to any third  party or other  publicity  concerning  the
transactions  contemplated by this Agreement will be issued,  given or otherwise
disseminated without the prior approval of each of the parties hereto; provided,
however, that such approval will not be unreasonably withheld.

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

PES:                    PACIFIC ENVIRONMENTAL SAMPLING, INC.,
                        a California corporation



                        By:/s/Edward Torres
                        --------------------------------------------------------
                            Edward Torres, President


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



                        By:/s/Edward Torres
                        --------------------------------------------------------
                            Edward Torres, President



BUYER:

                        /s/Hugh Dallas
                        --------------------------------------------------------
                            Hugh Dallas



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