                                                                  EXECUTION COPY





                                 LOAN AGREEMENT


                                 By and Between


                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

                                       AND


                                     LENDER

                            dated as of May 26, 2010
























                                      -1-
<PAGE>



                                TABLE OF CONTENTS

1. DEFINITIONS

   1.1    DEFINED TERMS
   1.2    OTHER DEFINITIONAL PROVISIONS

2. THE LOANS; PAYMENT OF PRINCIPAL AND INTEREST; RELATED MATTERS

   2.1    MAXIMUM PRINCIPAL AMOUNT OF LOANS; OTHER PROVISIONS RE: THE LOANS
   2.2    PROCEDURES FOR DISBURSEMENTS OF FUNDS
   2.3    PAYMENT OF PRINCIPAL AND INTEREST
   2.4    OTHER PROVISIONS
   2.5    PAYMENTS BY ESP
   2.6    TERMINATION

3. CONDITIONS PRECEDENT

   3.1    CONDITIONS PRECEDENT TO THE INITIAL LOAN
   3.2    CONDITIONS PRECEDENT TO ALL LOANS

4. DRAWDOWNS

5. INTEREST

INTEREST, INTEREST CALCULATION, INTEREST PAYMENTS

6. SECURITIES

7. REPRESENTATIONS AND WARRANTIES

   7.1    ORGANIZATION AND QUALIFICATION
   7.2    DUE AUTHORIZATION
   7.3    NO DEFAULT; COMPLIANCE WITH LAWS
   7.4    NO REQUIRED GOVERNMENTAL AUTHORIZATIONS
   7.5    NO MATERIAL ADVERSE EFFECT
   7.6    PERFECTED FIRST PRIORITY LIENS
   7.7    TITLE; ABSENCE OF LIENS
   7.8    COMPLIANCE WITH LAWS
   7.9    NO PROCEEDINGS
   7.10   DELIVERY OF DOCUMENTS
   7.11   NO VIOLATIONS; TAXES AND ASSESSMENTS
   7.12   ENVIRONMENTAL MATTERS
   7.13   OTHER REPRESENTATIONS

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<PAGE>

   7.14   REPRESENTATIONS AND WARRANTIES APPLICABLE TO SUBSIDIARIES
   7.15   REAFFIRMATION

8. AFFIRMATIVE COVENANTS

   8.1    MAINTENANCE
   8.2    COMPLIANCE WITH LAWS
   8.3    NOTICE OF ADVERSE EVENTS
   8.4    OTHER PROVISIONS

9. NEGATIVE COVENANTS

   9.1    AMENDMENTS OF DOCUMENTS
   9.2    CONSOLIDATION, MERGER, OR ACQUISITIONS; LIQUIDATION
   9.3    OTHER LIENS
   9.4    OTHER LIABILITIES
   9.5    LOANS OR INVESTMENTS
   9.6    GUARANTIES; CONTINGENT LIABILITIES
   9.7    DIVIDENDS AND OTHER DISTRIBUTIONS
   9.8    TRANSACTIONS WITH AFFILIATES
   9.9    OTHER COVENANTS
   9.10   SUBSIDIARIES

10. EVENTS OF DEFAULT

   10.1   FAILURE TO PAY
   10.2   FAILURE TO PERFORM OR OBSERVE COVENANTS
   10.3   SECURITY
   10.4   TRANSACTION DOCUMENTS
   10.5   FALSE REPRESENTATION OR WARRANTY
   10.6   DEFAULT ON OTHER DEBT
   10.7   CESSATION OF BUSINESS
   10.8   INABILITY TO PAY DEBTS; BANKRUPTCY OR INSOLVENCY
   10.9   CERTAIN JUDGMENTS
   10.10  CHANGE OF CONTROL

11.  REMEDIES

   11.1   RIGHTS UNDER TRANSACTION DOCUMENTS
   11.2   RIGHTS IN GENERAL
   11.3   SETOFF RIGHTS
   11.4   ADDITIONAL RIGHTS TO TERMINATE THIS AGREEMENT
   11.5   CUMULATIVE REMEDIES; NO WAIVER BY LENDER
   11.6   WAIVERS AND CONSENTS RELATING TO REMEDIES
   11.7   POWERS OF ATTORNEY


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12.  COSTS,  EXPENSES  AND  TAXES;  INDEMNIFICATION;   LIMITATIONS  ON  LENDER'S
LIABILITY

   12.1   COSTS AND EXPENSES
   12.2   INDEMNIFICATION BY ESP
   12.3   LIMITATIONS ON LENDER'S LIABILITY

13. OTHER PROVISIONS

   13.1   ENTIRE AGREEMENT; AMENDMENTS; LENDER'S CONSENT
   13.2   SPECIFIC PERFORMANCE
   13.3   NOTICES
   13.4   NO THIRD PARTY BENEFICIARIES
   13.5   JOINT EFFORTS
   13.6   GOVERNING LAW
   13.7   OTHER PROVISIONS
   13.8   NO AGENCY RELATIONSHIP
   13.9   FURTHER ACKNOWLEDGMENTS AND AGREEMENTS OF ESP AND LENDER



                                    EXHIBITS

Exhibit A           DRAWDOWN NOTICE
Exhibit B           DRAWDOWN SCHEDULE
Exhibit C           PRE-ADVICE SBLC
Exhibit D           PRE-ADVICE REPLY
Exhibit E           STAND-BY LETTER OF CREDIT
Exhibit F           PRE-ADVICE FUNDS TRANSFER
Exhibit G           OMITTED
Exhibit H           PROMISSORY NOTE



























                                      -4-
<PAGE>
                                 LOAN AGREEMENT

              This Loan Agreement  (this  "AGREEMENT")  is entered into and made
legally   effective   as  of  May  26,  2010   between   Environmental   Service
Professionals,  Inc.  having a principal  place of  business  at 810 N.  Farrell
Drive,  Palm Springs,  CA 92262 ("ESP"),  and Lender having a principal place of
business at ("LENDER").

                                   WITNESSETH:

              WHEREAS,  Lender has agreed,  subject to the terms and  conditions
contained  in this  Agreement,  to provide  certain  loans to ESP in the maximum
principal amount of Two Hundred Million United States Dollars ($200,000,000.00).

                                    AGREEMENT

              NOW,  THEREFORE,  in  consideration of the promises and the mutual
covenants herein  contained,  the parties hereto (the "PARTIES") hereby agree as
follows:

1. DEFINITIONS
   -----------

         1.1. DEFINED TERMS. As used herein,  the following terms shall have the
following  meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

              "ADVANCE"  means the  making of any Loan by or on behalf of Lender
hereunder.
              "AFFILIATE"  means any  corporation,  firm,  partnership  or other
entity which  directly or  indirectly  controls or is  controlled by or is under
common control with a Party to this Agreement.  For purposes of this definition,
"control" means ownership,  directly or through one or more Affiliates, of fifty
percent  (50%)  or more of the  shares  of the  stock  entitled  to vote for the
election of directors,  in the case of a corporation,  or fifty percent (50%) or
more of the  equity  interests  in the case of any other  type of legal  entity,
status as a general partner in any partnership, or any other arrangement whereby
a Party  controls  or has the  right  to  control  the  Board  of  Directors  or
equivalent governing body of a corporation or other entity.

              "AGREEMENT" means this Loan Agreement,  as amended,  supplemented,
restated or otherwise modified from time to time in writing by the Parties.

              "BUSINESS  DAY" means any day on which banks are open for ordinary
banking business in the State of New York.

              "COLLATERAL" or "SECURED  ASSETS" means all of the assets in which
ESP has granted or does grant Lender a Lien  pursuant to this  Agreement  and/or
any other Loan Document.

              "COMMITMENT FEE" means a fee equal to one percent (1%).

                                      -5-
<PAGE>

              "DEFAULT  RATE" means a rate of interest  equal to twelve  percent
(12%) per  annum in excess of the  interest  rate or  interest  rates  otherwise
applicable at any time to any Loan.

              "DOCUMENT"  means  any  contract,  other  agreement,   instrument,
undertaking,  other  paper or  writing or other  document  of any kind or nature
whatsoever.

              "DRAWDOWN"  means  each  portion of the Loan Sum drawn down by ESP
pursuant to a Drawdown Notice to this Agreement.

              "DRAWDOWN NOTICE" means a notice  substantially in the form of the
document attached hereto as Exhibit A.

              "DRAWDOWN  SCHEDULE" means the document attached hereto as Exhibit
B.
              "EXHIBIT"  means  all  Exhibits  attached  hereto  and made a part
hereof as if fully set forth herein.

              "GAAP"  means  United   States   generally   accepted   accounting
principles as defined by controlling  pronouncements of the Financial Accounting
Standards Board, as from time to time supplemented and amended.

              "GOVERNMENTAL  AUTHORITY"  means  any  United  States  or  foreign
federal, national, state or local governmental authority,  agency, department or
instrumentality  or  other  regulatory  body of any kind or  nature  whatsoever,
including  any (i)  court  and (ii)  that has  jurisdiction  in whole or in part
relating to the  Products,  including the right to issue,  condition,  otherwise
modify, withdraw or otherwise affect any Governmental Authorization.

              "GOVERNMENTAL  AUTHORIZATION"  means  any  permit,  authorization,
license or other approval of any kind or nature whatsoever issued or issuable by
any Governmental Authority.

              "INCLUDING"  means  "including,  without  limitation",  "INCLUDES"
means  "includes,  without  limitation",  and "INCLUDE" means "include,  without
limitation".

              "INTEREST  RATE" means,  "the Wall Street Journal Prime Rate, plus
100 basis points (one hundred) bps," as reported in the Wall Street Journal,  on
the last reported day prior to funding.  Interest  rate is to be reset  ANNUALLY
thereafter, on the same basis with changes in such rate to take effect with each
change in the Wall  Street  Journal  Prime  Rate  provided  that  following  the
occurrence  of an Event of Default,  the interest  rate  applicable to each Loan
shall be  immediately  increased to the Default Rate and (b) the highest rate of
interest permitted from time to time by applicable law.

              "LIABILITIES"  means  any  liabilities,  contractual  obligations,
common law obligations,  obligations  arising under Law or any other obligations
of any kind or nature whatsoever, as determined in accordance with GAAP.

                                      -6-
<PAGE>

              "LIEN" means any mortgage, security interest,  assignment, pledge,
hypothecation,  lien,  conditional  sale or  other  title  retention  agreement,
financing  lease having  substantially  the same effect as any of the foregoing,
right, other preferential arrangement or other encumbrance of any kind or nature
whatsoever.

              "LOAN" or "LOANS" means any loan made by or on behalf of Lender to
ESP relating to this Agreement.

              "LOAN DOCUMENTS" means (i) this Agreement, (ii) the Note and (iii)
any Compliance  Certificates  and/or  Supplemental  Certificates and the initial
certificate referred to in Section 3.1(i) hereof.

              "LOAN SUM" means the sum of money  referred to in Section 4 or the
balance of that sum as may have been  advanced  to ESP and  remains  unpaid from
time to time.

              "LVR"  expressed as a  percentage  (%) means the Loan to Valuation
Ratio to be applied from time to time.

              "MATERIAL ADVERSE EFFECT" means (i) any material adverse change in
ESP' business, operations,  properties or other assets, results of operations or
condition  (financial or otherwise),  (ii) any other material adverse change in,
or other material  adverse event,  occurrence or other  circumstance  affecting,
this  Agreement,  the  Securities  or the Stand-by  Letter of Credit or Lender's
interest therein, or (iii) any other material adverse change in the value of the
assets of ESP its business or  operations;  or (iv) the existence of, or ability
of Lender to exercise, any right under this Agreement.

              "MATURITY  DATE" means the date that is one year and 30 days after
the issue date of the Letter of Credit used a security for this Agreement.

              "NOTE" means that certain Promissory Note of even date herewith, a
copy of which  is  attached  hereto  as  Exhibit  H, as  amended,  supplemented,
restated or otherwise modified from time to time.

              "OBLIGATIONS"  means  (i) all of the  principal  of and all of the
interest on the Loans and (ii) all other monetary and  non-monetary  obligations
of ESP to Lender under the terms of this Agreement and each other Loan Document.

              "ORDER" means any  injunction,  writ,  restraining  order or other
similar order of any kind or nature of or by any Governmental Authority.

              "ORGANIZATIONAL  DOCUMENTS"  means the  Documents  related  to the
creation,  organization  and internal  regulation  of any Person,  including the
certificate of incorporation or articles of  incorporation,  as applicable,  and
by-laws, of any Person, each as amended and/or restated.

                                      -7-
<PAGE>

              "PERSON"  means  an   individual,   limited   liability   company,
corporation,  partnership,  business or other trust, unincorporated association,
joint  venture,  Governmental  Authority  or other  entity of any kind or nature
whatsoever.

              "PROCEEDING" means any claim, demand, proceeding, investigation or
other action.
              "RELATED  TO"  means  "arising  out  of,  in  connection  with  or
otherwise  related to", "RELATES TO" means "arises out of, is in connection with
or otherwise relates to" and "RELATE TO" has a substantially similar meaning.

              "SECURITIES"  means the  transactions  and  documents  required by
Lender  to be  entered  into and given or  procured  from time to time by ESP as
security for the  performance  of ESP under this  Agreement  and  includes  such
promissory notes and stand-by letter(s) of credit, as may be applicable.

              "STAND-BY  LETTER OF  CREDIT"  means a  stand-by  letter of credit
issued by a commercial bank approved by Lender and which is licensed to carry on
banking business in the United States of America. Such stand-by letter of credit
must be drawn in favor of Lender or its nominee (and their respective successors
and assigns) having a Market Value  equivalent,  as at the date of issue of such
Letter, to not less than the LVR based letter of credit value,  having a term of
not less than one year and one day from the date on which the first  Drawdown of
the Loan Sum is advanced and is thereafter capable of being freely renewable for
a term or terms up to the  Maturity  Date and which is otherwise in a form which
is acceptable to the Funder in all respects.

              "SUBSIDIARY"  means any Person in which ESP directly or indirectly
owns fifty percent (50%) or more of (i) the Equity Interests  generally entitled
to vote on matters and/or (ii) the Equity Interests.

              "TAXES"  means  (i) any tax,  levy,  charge,  impost,  duty,  fee,
deduction,  compulsory  loan  or  withholding;  or (ii)  any  income,  stamp  or
transactions  duty,  tax or  charge;  which  is  assessed,  levied,  imposed  or
collected by any  Governmental  Agency and includes,  but is not limited to, any
interest, fine, penalty, charge, fee or other amount imposed on or in respect of
any of the above.

              "TRANSACTION  DOCUMENTS" means this Agreement and all of the other
Loan Documents.
              "UCC" means the Uniform  Commercial Code as in effect from time to
time in the State of New York.

         1.2.  OTHER  DEFINITIONAL  PROVISIONS.  The words  "hereof",  "herein",
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular  provision of
this Agreement. Section, Subsection, Schedule and Exhibit references are to this
Agreement unless otherwise specified.  Amendments and modifications each include
extensions, consolidations, renewals or replacements. In addition, the following
terms are defined herein.

                                      -8-
<PAGE>

2.  THE LOANS; PAYMENT OF PRINCIPAL AND INTEREST; RELATED MATTERS.
    -------------------------------------------------------------

         2.1. PRINCIPAL AMOUNT OF LOANS; OTHER PROVISIONS RE: THE LOANS. Subject
to all of the terms and conditions of this  Agreement,  including the conditions
precedent  hereto,  (a) Lender agrees to lend to ESP Two Hundred Million Dollars
($200,000,000)  (the "PRINCIPAL  AMOUNT OF LOAN") and (b) the Loan shall be made
by Lender to ESP at the time  provided for in this Article II. The Loan shall be
payable in accordance with the terms of this Agreement and the Note. Anything to
the contrary  notwithstanding  in this Agreement,  the Parties agree that Lender
shall have no  obligation to provide any Loan on or after the earliest of any of
the following  occur: (A) an Event of Default occurs and/or (Lender shall not be
obligated  to make a Loan to or on  behalf  of ESP in an amount in excess of the
Principal Amount of Loan.

         2.2.  PROCEDURES  FOR  DISBURSEMENTS  OF  FUNDS.  Subject  to the other
provisions of this Agreement:

                  (a) On or  following  the date  hereof,  ESP  shall  submit to
Lender  a  written   request   for  a  Loan  in  the  a   principal   amount  of
$200,000,000.00.

                  (b)  Lender  shall,  subject to the other  provisions  of this
Agreement, make the Loan requested by ESP within five (5) Business Days (defined
as any day, other than a Saturday or Sunday, on which federally  chartered banks
in the United  States are open for  business)  after the  receipt by Lender of a
request for funds meeting the requirements of this Agreement.  Upon disbursement
to ESP by Lender of any funds under this Agreement, Lender may, at its election,
present  the Note to ESP for  notation  on  Schedule  A  attached  hereto of any
additional principal amount outstanding as a consequence of the Loan by Lender.

         2.3.  PAYMENT OF PRINCIPAL AND INTEREST.

                  (a) ESP must pay to Lender the Loan Sum, or so much thereof as
shall remain unpaid by no later than the Maturity Date.

                  (b) All  payments of  interest or other  moneys due under this
Agreement  and all  repayments  of the Loan Sum must,  unless  Lender  otherwise
directs in writing, be made in US Dollars.

                  (c) ESP may  repay  the  whole  or any part of the Loan Sum to
Lender  at any time  prior  to the  Maturity  Date by  giving  not less  than 30
Business  Days  notice in writing to Lender.  In that  event,  interest  will be
chargeable on the Loan Sum up to and including the date of repayment only.

                  (d) Any  part of the  Loan  Sum,  when  repaid,  shall  not be
available for  re-drawing  by the Borrower  unless  Lender  otherwise  agrees in
writing.

                  (e) PAYMENT OF INTEREST.  All interest  accruing under Section
2.3 on any Loan shall be payable to Lender from time to time on the  earliest of
each of the following:  (i) five (5) Business Days after each anniversary of the
Note,  (ii) on any day on which any payment of principal by ESP is made in whole

                                      -9-
<PAGE>

or in part and  (iii) on any  other day in which any  payment  of  principal  is
required to be made in whole or in part, including by reason of any acceleration
of the Loans  provided  that to the extent that Lender has not  accelerated  the
Loans and  principal is payable,  paid or required to be paid in part,  then the
interest  payable  pursuant  to  this  Section  2.4  shall  relate  only to such
principal.

                  (f) PAYMENT OF  PRINCIPAL.  The principal of the Loan shall be
paid to Lender from time to time on the earliest of each of the following times:
(i) (A) principal shall be paid in full upon the Maturity  Date.;  (ii) the date
that Lender declares an acceleration of the Loan pursuant to an Event of Default
and  (iii)  at such  other  times  as is or may be  provided  elsewhere  in this
Agreement or in the Note.  Lender shall have the right,  but not the obligation,
to include as an Exhibit to the Note a grid which  identifies  the payments made
and any such  indications or other  determinations  by Lender  relating  thereto
shall conclusively be deemed correct except to the extent of any manifest error.
Upon any  repayment  by ESP to Lender  from time to time of any Loans under this
Agreement,  Lender may, at its election, present the Note to ESP for notation of
any  reduction  in  principal  amount  outstanding  as  a  consequence  of  such
repayment.

                  (g) OTHER  PROVISIONS  RELATING  TO PAYMENT OF  PRINCIPAL  AND
INTEREST.  All payments of principal and interest shall be paid in United States
dollars and made by wire transfer of immediately  available  funds to an account
designated  from time to time by Lender in  writing.  Notwithstanding  any other
provisions of this Agreement to the contrary, all Loans shall be immediately due
and payable, together with all accrued interest thereon, upon the declaration of
an Event of  Default  by  Lender  and  acceleration  of any  Loans by  Lender in
accordance with the terms of this Agreement.

         2.4.  OTHER  PROVISIONS.  If the  outstanding  principal  amount or the
accrued  interest  under this  Agreement  are not paid when due by ESP,  without
demand,  presentment or notice by Lender of any kind (all of which are expressly
waived by ESP to the extent  permitted by  applicable  law),  as and when due in
accordance  with this Article II and Article XI, then,  in addition to any other
rights or remedies Lender may have in accordance  with the terms hereof,  Lender
shall have the right,  effective  upon  written  notice to ESP, to withhold  and
retain,  as an offset against  principal and interest due  hereunder,  up to one
hundred percent (100%) of the proceeds from the Standby Letter of Credit.

         2.5. PAYMENTS BY ESP. All payments  (including  prepayments) to be made
by ESP hereunder on account of principal, interest or otherwise shall be made to
Lender  without  deduction,  set-off  or  counterclaim  of any  kind  or  nature
whatsoever  unless  otherwise  agreed  to in  writing  by Lender  and  except as
otherwise provided in Section 2.5 above. Notwithstanding the preceding sentence,
ESP  may  set off  any  such  amounts  to the  extent  it has  obtained  a final
non-appealable  judgment  against  Lender  for a fixed  amount  from a court  of
competent  jurisdiction,  it being agreed that ESP may not set off for more than
such fixed amount.

         2.6.  TERMINATION.  This Agreement may be terminated by ESP at any time
upon  written  notice to Lender  and  repayment  of the  Obligations  in full in

                                      -10-
<PAGE>

accordance with the terms of this Agreement.  Upon any such termination,  Lender
agrees to promptly return the original Note to ESP marked "cancelled".

3.  CONDITIONS PRECEDENT.
    --------------------

         3.1. CONDITIONS  PRECEDENT TO THE INITIAL LOAN. The agreement of Lender
to make each Loan,  including  the first  loan to be made after the date  hereof
(the  "INITIAL  LOAN"),  is subject  to the  satisfaction  or written  waiver by
Lender,  concurrently  with the making of each such Loan  (except  as  otherwise
specified herein), of the following conditions precedent:

                  (a) The  obligation  of Lender to advance the Loan Sum (or any
part  thereof)  to ESP,  pursuant  to any  Drawdown  Notice,  is  subject to the
satisfaction  of the  following  conditions  precedent and that Lender has first
received all of the following,  in form and substance  satisfactory to Lender in
its sole discretion.

                  (b) Upon the execution of this  Agreement ESP, and ESP's Bank,
and Lender and  Lender's  Bank shall  respectively  arrange  and procure for the
issuance of the following:

                  i)       Within two (2) international  banking days of signing
                           this  Agreement ESP shall procure issue by ESP's Bank
                           of a Pre-advice bank to bank message per Exhibit "C".

                  ii)      Within  two  (2)  international  banking  days of the
                           receipt by Lender's  Bank of the  pre-advice  bank to
                           bank message per Section 3.1.(i) above, Lender's bank
                           shall issue SWIFT MT199 message to the nominated Bank
                           per text Exhibit "D".

                  iii)     Within  five  (5)  to  fourteen  (14)   international
                           banking days of SWIFT reply from per text Exhibit "E"
                           attached, Lender shall procure issue by Lender's Bank
                           of a Bank to Bank reply to ESP's Bank per the text of
                           Exhibit "F".

                  iv)      Prior to any  request for  Drawdown  pursuant to this
                           Agreement,  ESP must  procure  the  issue of  Standby
                           Letter of Credit  with face value equal to or greater
                           than the amount of the first  Drawdown  per Section 1
                           (b)  (i)  of  Annexure  "H",  and  at  all  times  in
                           compliance with all requirements of this Agreement.

                  (c) If any Security provided by ESP pursuant to this Agreement
is not approved of by Lender by reason of the identity of the Issuer,  or if the
Security so provided is not negotiable/fundable by Lender in accordance with the
standards set by the banking laws and  regulations of the United States,  or the
European  Union,  then ESP may procure that an aval is issued by the Issuer from
its  corresponding  bank in  Western  Europe or in the United  States,  or other
location acceptable to Lender substantially in a form approved by Lender.

                  (d) The Conditions Precedent in clause 2.5 are for the benefit
of Lender and may be waived or  modified  by it in  writing at any time.  If the
conditions  precedent are not otherwise  complied with by midnight  (EST) on the
21st day  after the date of this  Agreement  then  Lender  may elect at any time
thereafter to terminate this Agreement by notice to ESP whereupon  neither party
shall have any further right or claim against the other.

                                      -11-
<PAGE>

                  (e) PERFECTION OF LIENS. All actions  reasonably  requested by
Lender to assure that it has,  and will  continue  to have,  until the final and
indefeasible  payment in full of the Loans, a perfected first priority  security
interest and Lien in all of the  Collateral  shall have been effected and Lender
shall have received evidence reasonably satisfactory to it that all such actions
have been effected in all respects.

                  (f)  REPRESENTATIONS  AND WARRANTIES.  The representations and
warranties  contained in this Agreement and each other  Transaction  Document by
each Person that is a signatory  thereto  (other than Lender or any Affiliate of
Lender)  shall be true and  correct in all  material  respects  (and as to those
representations and warranties  containing  materiality  qualifications shall be
true and  correct) on and as of the date the Initial Loan is provided as if such
representations   and   warranties   were  made  on  such  date,   unless   such
representation  or warranty  specifically  refers only to a prior date or unless
such  representation  or warranty has been  affected by an  occurrence  which is
permitted by the terms of this Agreement,  such occurrence to be notified by ESP
to Lender.

                  (g) NO MATERIAL ADVERSE EFFECT. As of the date of execution of
this Agreement,  since March 31, 2010 there shall not have occurred any Material
Adverse Effect.

                  (h) RECEIPT OF OTHER TRANSACTION  DOCUMENTS.  All of the other
Transaction Documents,  in form and substance reasonably satisfactory to Lender,
shall have been properly executed by each Party thereto and delivered to Lender.


                  (i) NO  EVENT  OF  DEFAULT  OR  MATERIAL  DEFAULT;  COMPLIANCE
CERTIFICATE. There shall be no Event of Default or material default, which, with
or  without  notice  or the  lapse of time or  both,  would  become  an Event of
Default,  and Lender shall have  received a  certificate,  in form and substance
reasonably  satisfactory  to Lender,  signed by the chief  financial  officer or
treasurer of ESP dated as of the making of the Initial Loan, stating that to his
or her actual knowledge (after reading the Transaction Documents for the purpose
of providing such  Certificate) (i) all  representations  and warranties made by
ESP set forth in this Agreement and the other Transaction Documents are true and
correct  on  and  as of  such  date  (unless  such  representation  or  warranty
specifically  refers  to only a prior  date or  unless  such  representation  or
warranty has been affected by an  occurrence  which is permitted by the terms of
this Agreement,  such occurrence to be notified by ESP to Lender),  (ii) on such
date,  after giving  effect to the Initial  Loan,  ESP is in  compliance  in all
material  respects with all the terms and provisions set forth in this Agreement
and the other  Transaction  Documents and (iii) on such date no Event of Default
or other material default, which, with or without notice or the lapse of time or
both, would become an Event of Default has occurred and is continuing,  and such
statements shall be true and correct.

                  (j) NO ORDER;  STATUS OF COLLATERAL.  No Order shall have been
issued by any Governmental Authority enjoining or otherwise prohibiting,  in any
material  respect,  the  consummation of the  transactions  contemplated by this
Agreement  constituting  Collateral shall be determined to be invalid in a final
non-appealable judgment.

                                      -12-
<PAGE>

                  (k)  CORPORATE  DOCUMENTS.  Lender  shall have  received  with
respect to ESP and any other  parties  to the  Transaction  Documents  copies of
their relevant proceedings relating to the transactions  contemplated hereby and
thereby,  incumbency  certificates,  copies of  Organizational  Documents,  good
standing certificates,  and similar Documents as Lender reasonably requests, and
all such Documents  shall be in form and substance  reasonably  satisfactory  to
Lender.

         3.2.  CONDITIONS  PRECEDENT TO ALL LOANS.  The  obligation of Lender to
make any Loan after the Initial Loan is subject to the  satisfaction  of each of
the  following  conditions  precedent  as of the date of the making of each such
Loan:

                  (a)  REPRESENTATIONS  AND WARRANTIES.  The representations and
warranties  made  by ESP in or  pursuant  to  this  Agreement  and in any  other
Transaction  Document shall be true and correct in all material respects (and as
to those representations and warranties containing  materiality  qualifications,
shall be true and  correct) on and as of the dates the Loan is  requested  to be
provided  and is provided as fully as if made on and as of each such date (or if
expressly applicable only to an earlier date, such as financial  statements,  as
of such date or unless such  representation  or warranty has been affected by an
occurrence which is permitted by the terms of this Agreement, such occurrence to
be notified by ESP to Lender);  provided,  however, ESP may provide a supplement
that is attached  to and cross  referenced  in the  Compliance  Certificate  for
events  occurring  after the date  hereof  that cause such  representations  and
warranties to not be true ("SUPPLEMENTAL  CERTIFICATES"),  provided further that
the  condition  in this Section  shall not be deemed  satisfied if (i) the items
contained in any one or more such Supplemental  Certificates  individually or in
the aggregate do or will have or, in Lender's reasonable good faith judgment may
be  expected  to  have,  a  Material  Adverse  Effect  or  (ii)  the  events  or
circumstances  relating  to any such items also  relate to a material  breach or
other default by ESP or any Affiliate of ESP under any Transaction Document.

                  (b) NO  EVENT  OF  DEFAULT  OR  MATERIAL  DEFAULT;  COMPLIANCE
CERTIFICATE. There shall be no Event of Default or material default, which, with
notice or the lapse of time or both,  would become an Event of Default,  and, in
addition,  Lender  shall have  received  a  certificate,  in form and  substance
reasonably satisfactory to Lender, signed by the chief financial officer of ESP,
dated as of the making of the Loan (the "COMPLIANCE CERTIFICATE"),  stating that
to his  actual  knowledge  (after  reading  the  Transaction  Documents  for the
purposes of providing the Compliance  Certificate),  (i) all representations and
warranties made by ESP in this Agreement and the other Transaction Documents are
true and correct in all material  respects on and as of such date,  after giving
effect to the Supplemental  Certificate attached thereto,  (ii) on such date ESP
is in compliance in all material  respects with all the terms and provisions set
forth in this  Agreement and the other  Transaction  Documents and (iii) on such
date no Event of Default or material  default,  which with or without  notice or
the passage of time or both will become an Event of Default, has occurred and is
continuing, and the statements therein shall be true and correct.

                                      -13-
<PAGE>

                  (c) NO ORDER; NO JUDGMENT.  No Order shall have been issued by
any Governmental Authority enjoining or otherwise  prohibiting,  in any material
respect  the  consummation  of  the  other  transactions  contemplated  by  this
Agreement.

              The  request  by or on behalf  of ESP for each Loan and  making of
each Loan by Lender hereunder shall constitute a representation  and warranty by
ESP as of the date of such request for  borrowing  and the date of the making of
the Loan that the  conditions in Sections 3.1 (with respect to the Initial Loan)
and 3.2 (with respect to each Loan after the Initial Loan) have been satisfied.

4. DRAWDOWNS
   ---------

         4.1.  Whenever  ESP wishes to make a Drawdown it must give to Lender an
irrevocable Drawdown Notice.

         4.2. No Drawdown Notice may be given by ESP:

                  (a) until ESP has complied with the Conditions Precedent;

                  (b)  if ESP  is in  default  of  its  obligations  under  this
         Agreement or the Securities.

         4.3. Any Drawdown requested by ESP pursuant to the Drawdown Notice must
be in  accordance  with the  Drawdown  Schedule  and  must be used  only for the
purpose of funding operations and payment of debt.

         4.4.  Lender  shall be required to fund the Drawdown by the making of a
cash advance to ESP in the amount of the Drawdown request.


5. INTEREST, INTEREST CALCULATIONS AND INTEREST PAYMENT.
   ----------------------------------------------------

                  (a) The  Loans  shall  bear  interest  at the  Interest  Rate.
Interest  shall  accrue  from the date each such Loan is made.  Interest  on the
Loans shall be calculated  on a daily basis on the basis of a 360 day year,  and
on the basis of the actual days elapsed, upon the outstanding principal balance,
including  by reason of a  deferred  payment  because  the  scheduled  or actual
payment date is not a Business Day.

                  (b) Without limiting the generality of the term Interest Rate,
if the  interest  rate  calculated  in  accordance  with any  provision  of this
Agreement for any Loan  (including any application of the Default Rate) would at
any time exceed the maximum  permitted by the law of the State of New York, then
for such period as such rate would exceed the maximum permitted by such Law (and
no longer) the rate of interest payable on any such Loan shall be reduced to the
maximum  permitted by the law of the State of New York and any interest payments
received in excess of such maximum rate shall be repaid to ESP.

                                      -14-
<PAGE>

                  (c) Interest due under this Agreement: (i) accrues from day to
day  from  and  including  the due date for  payment  up to the  actual  date of
payment,  and, as an additional and independent  obligation,  from the day after
any judgment or other thing into which the liability to pay the Loan Sum becomes
merged;  (ii) may be capitalized by Lender at monthly  intervals at its absolute
discretion.

                  (d)  Interest  due under this  Agreement  will be (a) computed
from  and  including  the date on  which a  Drawdown  is  advanced  to ESP;  (b)
calculated and charged to ESP's account on the Interest Payment Dates.

                  (e)  ESP  shall  pay  Lender  on the  Interest  Payment  Dates
interest  on the Loan Sum or on so much of that sum as has been  drawn  down and
remains unpaid from time to time calculated at the Interest Rate.

                  (f) ESP will upon  demand by Lender pay all  reasonable  costs
(including  reasonable  attorneys fees and costs) and expenses and other amounts
incurred or paid by Lender  arising in  consequence or on account of any default
by ESP or the exercise or  purported  or  attempted  exercise of any of Lender's
rights or Powers in reference to this Agreement and the Securities.  In addition
ESP  must pay any  Taxes  arising  directly  or  indirectly  in  respect  of the
Agreement and the  Securities  including,  but not limited to, all and any stamp
duties  assessed on the same,  but in no event shall ESP be obligated to pay any
income  taxes,  penalties  or  assessments  of any kind  incurred by Lender as a
result of this Agreement.

                  (g) All  payments  which ESP is  required  to make  under this
Agreement must be made: (i) without any set-off,  counterclaim or condition; and
(ii) without any  deduction or  withholding  for any Taxes or any other  reason,
unless,  and without  limiting  the  operation of clause 5.5, ESP is required to
make the deduction or withholding by applicable law.

                  (h) If any amount  payable by ESP under this  Agreement is not
expressed  to be payable on a  specified  date that  amount is payable by ESP on
demand by Lender.


6. SECURITIES
   ----------

         6.1. As security for the performance of ESP contained in this Agreement
ESP will at its sole cost and expense procure for Lender the Securities.

         6.2. ESP acknowledges  that it is an essential and fundamental term and
condition of this Agreement  that where the  Securities  comprise one or several
Stand-by  Letters  of  Credit  that such  instruments  are  confirmable  and are
confirmed  and  cleared as valid and  authentic  by secure  SWIFT  communication
between the respective Banks of the parties to this Agreement.

         6.3.  ESP will  punctually  and  duly  perform  all of the  obligations
stipulations  and  covenants  on the part of ESP  contained in or implied by the
Securities  or will  procure  that the  parties to the  Securities  (other  than
Lender) will duly and  punctually  perform all of their  respective  obligations
stipulations and covenants  therein contained to the intent that default in such

                                      -15-
<PAGE>

performance  and observance  will  constitute a default under this Agreement and
all moneys secured by this  Agreement may be recovered by Lender  exercising its
rights and Powers under this  Agreement or under the  Securities  or any of them
without prejudice to Lender's rights under the other. The moneys secured by this
Agreement are the moneys secured by the  Securities,  and neither this Agreement
nor the  Securities  are in any way  secondary  to the other and Lender shall be
entitled  to  enforce  either  this  Agreement  or the  Securities  without  any
reference to the other.

         6.4. Where any Stand-by Letter of Credit forming part of the Securities
is for a term or terms which expires on a date prior to the Maturity  Date,  ESP
must (unless Lender, in its discretion, decides otherwise) ensure that such term
or terms is or are renewed at its cost and expense for successive  periods of at
least one year and one day and  provided ESP is not  otherwise in default  under
this  Agreement,  Lender  will  release  and  return to ESP all of the  Stand-by
Letters  of  Credit as it then  holds,  or pay the face  value of such  Stand-by
Letter(s) of Credit to ESP in Cleared Funds.

7. REPRESENTATIONS AND WARRANTIES.
   ------------------------------

              ESP represents and warrants to Lender,  knowing and intending that
Lender will rely thereon in making each Loan, that the following  statements are
true and accurate:

         7.1.  ORGANIZATION  AND  QUALIFICATION.   ESP  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  ESP  has the  power  and  authority,  and  all  necessary  Governmental
Authorizations,  to own, lease,  operate and encumber its assets and to carry on
its business as now  conducted.  ESP is duly  qualified  and in good standing in
each  jurisdiction  where  such  qualification  is  required,   except  for  any
qualifications  not obtained  which would not be  reasonably  expected to have a
Material Adverse Effect on ESP.

         7.2. DUE AUTHORIZATION.  The execution, delivery and performance by ESP
of this Agreement and the other Transaction Documents are within ESP's power and
authority,  and have been duly authorized by all necessary action on the part of
ESP. ESP has delivered to Lender true and complete  copies of ESP's  resolutions
necessary to authorize the  transactions  contemplated by this Agreement and the
other Transaction  Documents and of ESP's Organizational  Documents in effect on
the date of the Initial Loan, all certified by a duly authorized officer of ESP.

         7.3. NO DEFAULT;  COMPLIANCE  WITH LAWS.  The  execution,  delivery and
performance by ESP of this Agreement and the other Transaction  Documents do not
and will not (i)  violate  any of ESP's  Organizational  Documents,  and/or  any
material  United States or foreign  federal,  state or local  regulation,  rule,
statute,  ordinance,  judicial  decision  or  other  law of any  kind or  nature
whatsoever,  including any Order of any Governmental Authority applicable to ESP
or its  assets  (collectively,  "LAW" or  "LAWS"),  (ii)  constitute  a material
default under  (including a breach of) any Document filed by ESP with the SEC to
which ESP is a Party or by which  ESP or its  assets is  subject  or bound  (any
consents required thereby having previously been obtained),  after giving effect
to any applicable  grace periods  thereto,  or (iii) result in the imposition of
any Lien,  including any  restriction on any assets of ESP (except for the Liens

                                      -16-
<PAGE>

granted to Lender,  and the  restrictions in favor of Lender,  contained in this
Agreement and the other Loan Documents).  Except for defaults which individually
or in the aggregate  are not material,  ESP is not in default under any Document
to  which  it is a party or by which  it or its  assets  is  otherwise  bound or
subject. This Agreement and each Transaction Document to which ESP is a party or
to which ESP or its  assets is  subject  or bound  has been  duly  executed  and
delivered  on behalf of ESP and are,  and as to those  Transaction  Documents to
which ESP hereafter becomes a party,  subject or bound will be, legal, valid and
binding  obligations of ESP,  enforceable  against ESP in accordance  with their
respective terms.

         7.4.  NO  REQUIRED   GOVERNMENTAL   AUTHORIZATIONS.   No   Governmental
Authorization  is required by, and no other action is required by, and no notice
or filing is required to be given to or made with, any Governmental Authority or
other Person for the due execution,  delivery and  performance by ESP of, or for
the  validity or  enforceability  of, this  Agreement  or any other  Transaction
Document.

         7.5. NO MATERIAL  ADVERSE  EFFECT.  As of the date of execution of this
Agreement,  since March 31, 2010 there has not been, and ESP has not suffered or
otherwise incurred, a Material Adverse Effect.

         7.6.  PERFECTED FIRST PRIORITY LIENS.  The security  interest and other
Liens granted in the  Collateral by ESP  constitute  first priority Liens in the
Collateral in favor of Lender.  No Person other than Lender has any Liens in the
Collateral.  ESP acknowledges  that any Liens against the Collateral in favor of
any Person other than Lender would constitute a violation of Article IX hereof.

         7.7. TITLE;  ABSENCE OF LIENS. ESP has good and marketable title to all
of the Collateral.  None of the Collateral is subject to any prohibition against
encumbering, pledging, hypothecating or assigning the same or requires notice or
consent  (except where  consent has been  previously  and properly  obtained) in
connection therewith.

         7.8.  COMPLIANCE  WITH  LAWS.  ESP is in  compliance  in  all  material
respects  with all Laws  applicable to ESP or the conduct of its business or the
ownership or the ability to negotiate the  Collateral.  ESP has not received any
written notice alleging any violation of any such Laws.

         7.9. NO  PROCEEDINGS.  As of the date of execution  of this  Agreement,
there are no Proceedings of any kind or nature whatsoever,  including any before
any  arbitrator  or  Governmental  Authority,  pending  or, to ESP's  knowledge,
threatened against ESP that may, individually or in the aggregate, be reasonably
expected to have a Material  Adverse Effect.  All material pending or threatened
Proceedings are described in ESP's March 31, 2010 Annual Report on Form 10-K, in
the footnotes to the financial statements.

         7.10.  DELIVERY OF DOCUMENTS.  All  originals or copies of  Transaction
Documents and Documents  relating to the Secured Assets provided by or on behalf
of ESP to or on behalf of Lender are true, correct and complete.

                                      -17-
<PAGE>

         7.11. NO VIOLATIONS; TAXES AND ASSESSMENTS. ESP is not in, and no event
or condition has occurred and is continuing which  constitutes or results in (in
each case with or without  the giving of notice,  lapse of time or both),  (a) a
default  under any term of its  Organizational  Documents  or under any Document
filed by ESP with any governmental authority to which ESP is a party or by which
ESP or any of its assets is subject or bound, except for defaults which will not
have,  and could not  reasonably  be  expected to have,  individually  or in the
aggregate,  a Material  Adverse  Effect,  or (b) the  imposition  of any Lien or
restriction on any Secured Asset. ESP has filed all material federal,  state and
local tax returns and other tax reports it is required to file (or has  obtained
valid,  written  extensions  which are in full force and effect as to any not so
filed),  except where the failure to do so would not be  reasonably  expected to
have a Material  Adverse Effect.  ESP has paid all taxes,  assessments and other
governmental  charges due and payable,  except those contested in good faith and
has made  adequate  provision  for the  payment of such taxes,  assessments  and
charges accrued but not yet payable or contested in good faith.

         7.12.  ENVIRONMENTAL  MATTERS.  Without  limiting the generality of the
other  provisions of the Agreement,  (a) ESP has been and is in compliance  with
(i) all Laws relating to environmental conditions or other environmental matters
of any kind or nature  ("ENVIRONMENTAL  LAWS") (including that there has been no
release of any hazardous materials by ESP that has not been in compliance in all
material respects with applicable  Environmental Laws) and (ii) all Governmental
Authorizations  that are required  pursuant to Environmental  Laws and (b) there
are no claims  relating  to any  actual  or  alleged  environmental  Liabilities
pending against or, to ESP's  knowledge,  threatened  against it, except for any
non-compliance  and/or  claims  which  will not have or could not be  reasonably
expected to have,  individually or in the aggregate,  a Material Adverse Effect.
To ESP's knowledge, ESP is not subject to any material Liability relating to any
environmental  condition  or other  environmental  matter of any kind or nature,
including any past or present use, management, transport, treatment, generation,
storage,  disposal,  release or other handling of any hazardous materials, which
could be reasonably expected to have a Material Adverse Effect.

         7.13.  OTHER  REPRESENTATIONS.  No part of ESP's  business is conducted
through any unincorporated  association or other Person. ESP has not, within the
five (5) years  preceding the date of this  Agreement (a) changed its name,  (b)
used any name  other than ESP,  Inc.,  or (c) merged or  consolidated  with,  or
acquired  all or  substantially  all of the  assets  of,  any  other  Person  or
business.  No  part of the  proceeds  of any  Loan  will be  used,  directly  or
indirectly,  to purchase or carry any "margin stock" (as defined in Regulation U
issued by the Board of  Governors  of the  Federal  Reserve  System),  to extend
credit to others for the  purpose of  purchasing  or  carrying  any such  margin
stock, or for any other purpose that violates any provision of Regulations G, T,
U or X issued by the Board of Governors of the Federal  Reserve  System.  ESP is
not an "investment  company"  registered or required to be registered  under the
Investment  Company Act of 1940, as amended,  nor is ESP  controlled by any such
entity.

         7.14. REPRESENTATIONS AND WARRANTIES APPLICABLE TO SUBSIDIARIES. All of
the representations and warranties made, or hereafter  reaffirmed or deemed made
or  reaffirmed,  apply to each then existing  Subsidiary of ESP, as fully in all
respects as if each representation or warranty specifically so stated.

                                      -18-
<PAGE>

         7.15.  REAFFIRMATION.  All  of  the  representations,   warranties  and
statements  made herein shall survive until the full and final and  indefeasible
payment of the principal of and interest on the Loans. ESP's requesting any Loan
hereunder  ("REQUESTED  LOAN")  and/or ESP's  acceptance of each Loan under this
Agreement shall each automatically constitute, without any further action of any
kind or nature  whatsoever on the part of ESP, a complete  reaffirmation,  as of
the date of each  Requested  Loan  and/or the  making of each such Loan,  of the
representations and warranties set forth in this Agreement and in the other Loan
Documents  and the  Research  Agreement  (or,  as to those  representations  and
warranties  expressly  applicable  only to any earlier  date,  such as financial
statements,  as of such date) as fully as if all such representations were fully
repeated in all respects.  Lender's requiring or not requiring from time to time
a Compliance  Certificate  confirming same shall not in any manner diminish each
such  deemed  reaffirmation  or  otherwise  change the  effect of the  preceding
sentence.

8.  AFFIRMATIVE COVENANTS.
    ---------------------

         ESP  covenants  and agrees that,  until the later of (i) full and final
payment of the  principal  of the Loans and all  interest  thereon and all other
payment  obligations  under  this  Agreement  and  (ii)  the  expiration  of any
obligation  by Lender to make any  further  Loans to ESP,  ESP shall,  and shall
cause its Subsidiaries to:

         8.1.  MAINTENANCE.  Maintain  and preserve in full force and effect its
existence and good standing and all other rights, powers,  franchises,  licenses
and  qualifications  necessary  for its  ownership,  lease or use of its  assets
and/or the conduct of its business,  shall pay before they become delinquent all
taxes,  assessments and governmental  charges lawfully imposed upon it or any of
its assets or required to be collected by it, and shall pay, when due, all other
Liabilities of any kind or nature now or hereafter owing by it provided that ESP
may delay the payment of any such Liabilities contested in good faith by it.

         8.2.  COMPLIANCE  WITH LAWS.  Comply in all material  respects with all
applicable Laws.

         8.3. NOTICE OF ADVERSE EVENTS. Promptly notify Lender in writing of the
occurrence or existence of any of the following:  (a) any Event of Default,  any
material default which, with the giving of notice,  lapse of time or both, would
become an Event of Default, or any other event,  circumstance or condition which
constitutes,  or would  reasonably  be expected to in the future  constitute  or
cause, a Material  Adverse  Effect;  (b) any material,  adverse  Proceeding that
relates to any of the Secured Assets filed or instituted by or against it, or to
its knowledge threatened by or against it, which would be reasonably expected to
have  a  Material  Adverse  Effect,  and  (c)  any of  the  representations  and
warranties by it contained in this  Agreement or any other Loan Document  ceases
to be materially true, correct and complete (or true, correct and complete as to
representations and warranties qualified by materiality).

         8.4. OTHER  PROVISIONS.  ESP will from time to time,  take such further
actions,  including the execution and delivery of such Documents,  as Lender may
reasonably  request in order to carry out the purposes of this Agreement and the
other Transaction  Documents  (including to provide Lender with a first priority
perfected  lien in the  Collateral).  ESP shall  maintain  complete and accurate

                                      -19-
<PAGE>

books and  records in  accordance  with GAAP of all its  operations  and assets,
including records of the Collateral.

9. NEGATIVE COVENANTS
   ------------------

         Any of the  financial  thresholds  mentioned  in this  Section  9 shall
relate in aggregate to ESP including its subsidiaries.

         ESP  covenants  and agrees that,  until the later of (i) full and final
payment of the  principal  of the Loans and all  interest  thereon and all other
payment Obligations under this Agreement and the other Loan Documents,  and (ii)
the expiration of any obligation by Lender to make any further Loans to ESP, ESP
shall not,  directly or indirectly,  and will not permit any of its Subsidiaries
to, directly or indirectly:

         9.1. AMENDMENTS OF DOCUMENTS.  Amend, supplement,  restate or otherwise
modify  (including  terminate) any Document that  constitutes a Secured Asset if
such  amendment,   supplement,   restatement  or  other  modification  would  be
reasonably expected to have a Material Adverse Effect.

         9.2. CONSOLIDATION,  MERGER, OR ACQUISITIONS;  LIQUIDATION.  Enter into
any merger, consolidation,  reorganization or recapitalization or sale of all or
substantially  all of its assets  without the prior  written  consent of Lender,
which will not be unreasonably withheld, other than (i) a merger in which ESP is
the surviving  corporation,  or (ii) a merger in which the surviving corporation
(other than ESP) expressly  assumes its obligations under this Agreement and the
other  Transaction  Documents  in  writing  and  agrees to be bound  hereby  and
thereby;  provided that it is agreed that Lender may for any reason withhold its
consent to any such  transaction that would result in a Change of Control of ESP
(except as permitted in Section 10.10);  or take any steps in  contemplation  of
dissolution or liquidation.

         9.3.  OTHER  LIENS.  Create  or  permit  to exist any Lien upon or with
respect to any of the Collateral, whether now owned or hereafter acquired.

         9.4. Omitted.

         9.5. Omitted.

         9.6. Omitted.

         9.7. Omitted.

         9.8. TRANSACTIONS WITH AFFILIATES.  Enter into any transaction with any
Affiliate  on a basis less  favorable to ESP than if such  transactions  were at
arm's length transaction with a third-party that is not an Affiliate of ESP.

         9.9.  OTHER  COVENANTS.  (a)  change,  alter or  modify,  or permit any
change,  alteration or modification of, its Organizational Documents in a manner
materially  adversely affecting Lender; (b) change any of the following prior to

                                      -20-
<PAGE>

giving  Lender 15 Business  Days  written  notice:  (i) the  location  stated in
Article  7 for the  maintenance  of its books and  records,  principal  place of
business or chief  executive  office,  or (ii) the name under which ESP conducts
any of its  business or  operations;  or (c) enter into any  agreement  or other
Document  containing any provision that would be violated by the  performance or
observance  of any of  ESP's  obligations  under  this  Agreement  or any  other
Transaction Document.

         9.10.  SUBSIDIARIES.  Permit  any  Subsidiary  to  own or  acquire  any
Intellectual  Property  that, if owned or acquired by ESP,  would be or become a
Secured Asset.

10. EVENTS OF DEFAULT.
    -----------------

         At  such  times  as any  Loans  are  then  outstanding  hereunder,  the
occurrence of any of the following shall  constitute an event of default ("EVENT
OF DEFAULT").

         10.1. FAILURE TO PAY. ESP fails to pay within (a) five Business Days of
the due date any  principal of or interest on any Loan,  whether due pursuant to
any principal  payment date, any required  prepayment  date, any acceleration or
otherwise,  or (b) ten (10)  Business Days after Lender  correctly  gives notice
that any monetary  Obligation other than principal and interest is due to Lender
pursuant to the terms of any Loan Document.

         10.2. FAILURE TO PERFORM OR OBSERVE COVENANTS.  ESP fails to perform or
observe  in  any  material  respect  any  covenant,  term,  condition  or  other
non-monetary  Obligation of this  Agreement or any other  Transaction  Document;
provided  that such  event  shall be an Event of  Default  only if such  default
continues  for a period of ten (10)  Business Days after Lender has given to ESP
written notice stating such default has occurred.

         10.3. SECURITY. Lender shall not have as of the date hereof or shall at
any time  hereafter  cease to have a valid and perfected  first priority Lien in
all of the  Collateral  other than as a result of any act or omission of Lender,
including  that (i) the grant of the Lien in any of the  Collateral  shall never
have been effective or shall cease to be effective to grant to Lender (or Lender
shall  otherwise not have obtained or cease to have) a perfected  first priority
security interest and Lien in all of the Collateral.

         10.4.  TRANSACTION DOCUMENTS.  There is a non-appealable  judgment that
this Agreement or any other  Transaction  Document shall not have been as of the
date hereof,  or shall cease to be,  valid,  effective  and  enforceable  in any
material respect.

         10.5. FALSE REPRESENTATION OR WARRANTY. Any representation, warranty or
statement by ESP contained in this Agreement or any other  Transaction  Document
when made,  reaffirmed or hereby deemed made or reaffirmed is or was, when made,
reaffirmed or hereby deemed made or reaffirmed, materially incorrect.

         10.6. Omitted.

                                      -21-
<PAGE>

         10.7.  CESSATION OF BUSINESS.  (a) ESP ceases to do business as a going
concern;  or (b)  the  termination,  suspension  or  loss  of  any  Governmental
Authorization  or other  asset  occurs  which  results  in ESP having to cease a
substantial  part of its  operations by reason of such loss for a period of more
than twenty (20) Business Days;  (c) without  limiting the generality of Section
7.9, ESP takes any action to authorize its liquidation or dissolution or suffers
any liquidation or dissolution;  (d) any Governmental Authority, or other entity
with power to do so,  commences  proceedings  to condemn,  seize or  expropriate
assets of ESP necessary for the conduct of ESP's  business and such  proceedings
remain  Un-dismissed  for twenty (20) Business Days, or ESP abandons such assets
or suspends operation thereof for a period of twenty (20) Business Days.

         10.8. INABILITY TO PAY DEBTS; BANKRUPTCY OR INSOLVENCY. Any one or more
of the following  occur:  (a) ESP shall  commence any  Proceeding  (i) under any
existing or future law of any  jurisdiction,  domestic  or foreign,  relating to
bankruptcy,  insolvency,  reorganization or other relief of debtors,  seeking to
have an order for relief  entered with respect to it or seeking to adjudicate it
a bankrupt or insolvent,  or seeking  reorganization,  arrangement,  adjustment,
winding-up,  liquidation,  dissolution,  composition  with  creditors  or  other
similar relief with respect to it or its debts, or (ii) seeking appointment of a
receiver,  trustee, custodian or other similar official for it or for all or any
substantial part of its assets,  or ESP shall make a general  assignment for the
benefit of its  creditors or a bulk sale;  (b) there shall be commenced  against
ESP any Proceeding of a nature referred to in clause (i) above which (A) results
either in the entry of an Order for relief or an appointment  and any such Order
or appointment  remains  un-dismissed  in a manner  reasonably  satisfactory  to
Lender ("UN-DISMISSED") for a period of twenty (20) Business Days; the foregoing
shall include the commencement against ESP of any Proceeding seeking issuance of
a warrant of attachment,  execution, distraint or similar process against all or
any  substantial  part of its assets which  results in the entry of an Order for
any such relief which remains  Un-dismissed in a manner reasonably  satisfactory
to  Lender  for  twenty  (20)  Business  Days;  or  (c)  ESP  takes  any  action
substantially  in  furtherance  of, or expressly  authorizing  or indicating its
consent to, approval of or acquiescence in or expressly  proposes to take any of
the acts set forth in clause (a) or (b) above; or (d) ESP shall generally not be
able to or fail to, or shall  expressly  admit in writing its  inability to, pay
its debts generally as they become due.

         10.9. Omitted.

         10.10.  CHANGE OF  CONTROL.  There  occurs a Change of  Control of ESP.
"CHANGE OF CONTROL" means any of the following:  (i) any person shall become the
beneficial owner, directly or indirectly, of ESP's securities representing fifty
percent (50%) or more of the voting power of all then outstanding  securities of
ESP having the right under ordinary  circumstances to vote in an election of the
Board of Directors  (including  that any ESP securities that any such person has
the right to acquire  pursuant to any agreement,  or upon exercise of conversion
rights, warrants or options, or otherwise, shall be deemed beneficially owned by
such  person);  (ii)  there  shall be  consummated  any  corporate  transaction,
including a consolidation  or merger,  of ESP in which ESP is not the continuing
or surviving  corporation or pursuant to which shares of ESP's capital stock are
converted  into  cash,   securities  or  other   property,   OTHER  THAN  (x)  a
consolidation  or merger  of ESP in which  the  holders  of ESP's  voting  stock
immediately prior to the consolidation or merger shall, upon consummation of the
consolidation or merger, own at least fifty percent (50%) of the voting stock of

                                      -22-
<PAGE>

the surviving entity after such  consolidation or merger or (y) a consolidation,
merger or other corporate transaction.

11. REMEDIES.
    --------

         11.1. RIGHTS UNDER TRANSACTION DOCUMENTS. ESP acknowledges that certain
rights and  remedies  of Lender  upon an Event of Default  are  provided in this
Agreement.

         11.2.  RIGHTS IN GENERAL.  Upon or at any time after the  occurrence of
any Event of Default Lender shall have the option,  from time to time, to effect
one or more of the following (to be effected by written  notice by Lender),  (a)
all  obligations of Lender to make any Loans after the occurrence of an Event of
Default  shall  terminate,  (b) the  principal and interest of the Loans and all
other  Obligations  shall become and be  immediately  due and  payable,  without
presentment,   demand,  protest,  or  further  notice  of  any  kind  or  nature
whatsoever, all of which are, to the maximum extent permitted by applicable law,
hereby  expressly  waived by ESP,  (c)  Lender  shall be  entitled  to  exercise
forthwith (to the extent and in such order as Lender may elect,  in its sole and
absolute  discretion)  any and/or all rights and remedies  provided to Lender in
this Agreement and/or any other Transaction Document, all rights and remedies of
Lender under the UCC, and all other  rights and remedies  that may  otherwise be
available to Lender pursuant to any other Document, at law or in equity.

         11.3.  SETOFF  RIGHTS.  To the extent  that ESP does not timely pay any
amounts under this Agreement or under any other Loan Document, Lender and/or its
Affiliates shall at any time and from time to time have the right to set-off all
of its  payment  obligations  under the  Stand-by  Letter of Credit  against any
amounts  due  hereunder  (including  any due by reason of any  acceleration)  or
thereunder.  Upon the  occurrence  of an  Event of  Default,  Lender  is  hereby
authorized  at any time and from time to time,  without  notice to ESP (any such
notice being expressly waived by ESP), to set off and apply (and/or to cause any
Affiliate  of Lender to set off and  apply)  any and all  amounts  due by Lender
and/or any Affiliate of Lender to ESP against any or all of the  Obligations  of
ESP now or hereafter  existing  under this Agreement or any other Loan Document,
irrespective  of whether or not (a) Lender and/or such Affiliate shall have made
any demand and (b) any such  Obligations  may be unmatured.  ESP further  agrees
that the rights  stated in this Section 11.3 are in addition to other rights and
remedies  (including  other rights of set-off such as those  pursuant to Section
2.4 hereof) that Lender may have.

         11.4.  ADDITIONAL  RIGHTS TO TERMINATE  THIS  AGREEMENT.  If all of the
conditions  precedent to the Initial Loan shall not have been  satisfied by ESP,
Lender shall have the right, at its election, to terminate this Agreement and/or
not make any further Loans pursuant to this Agreement. Such termination shall be
treated as an Event of Default for the purposes of this Agreement, including for
the  purposes  of  determining  Lender's  rights and  remedies  pursuant to this
Article XI hereof.

         11.5.  CUMULATIVE REMEDIES;  NO WAIVER BY LENDER. No remedy referred to
in this Agreement is intended to be exclusive,  but each shall be cumulative and
in  addition to any other  remedy  referred to in this  Agreement  or  otherwise
available to Lender  pursuant to any other  Transaction  Document,  at law or in
equity.  No  express  or  implied  waiver by Lender of any  default  or Event of

                                      -23-
<PAGE>

Default  shall in any way be, or be  construed  to be, a waiver of any future or
subsequent  default  or Event of  Default.  Any  failure  or delay of  Lender in
exercising  any rights granted it hereunder  and/or under any other  Transaction
Document,  including upon any occurrence of any of the  contingencies  set forth
herein, shall not constitute a waiver of any such right upon the continuation or
recurrence of any such contingency or similar  contingencies,  and any single or
partial exercise of any particular right by Lender shall not exhaust the same or
constitute a waiver of any other right.

         11.6. WAIVERS AND CONSENTS RELATING TO REMEDIES. In connection with any
action or proceeding  relating to this Agreement,  any of the Loans,  any of the
other  Transaction  Documents,  any of the  Collateral,  or any act or  omission
relating to any of the foregoing: (a) ESP AND LENDER WAIVE THE RIGHT TO TRIAL BY
JURY; (b) ESP agrees and consents to service of any summons,  complaint or other
process by delivery of such documents to ESP's counsel Robert M. Victor at 21031
Ventura  Blvd.,  Suite  7010,  Woodland  Hills,  California  91364  or,  in  the
alternative,  in any other form or manner  permitted by law; (c) ESP agrees that
all of the  Collateral  constitutes  security  for all of the  Obligations,  and
agrees that Lender shall be entitled to sell,  retain or otherwise deal with any
or all of the  Collateral,  in any  order  or  simultaneously  as  Lender  shall
determine in its sole and absolute  discretion;  without limiting the generality
of the  foregoing,  such  rights  shall  be  free  of any  requirement  for  the
marshaling  of assets or any other  restriction  that,  in the  absence  of this
Agreement and/or the Transaction Documents, may be placed upon Lender in dealing
with the Collateral; (d) ESP consents to any of the following by Lender: (A) any
extension,  postponement  of  time  of  payment  or  other  indulgence,  (B) any
substitution,  exchange  or  release  of or  failure  to  perfect  or failure to
continue  perfection  of  Collateral,  (C) any  addition  to, or release of, any
Person primarily or secondarily  liable for the  Obligations,  and (D) after the
occurrence  and during the  continuance of an Event of Default any acceptance of
partial payments and the settlement, compromise or adjustment thereof.

         11.7.  POWERS OF ATTORNEY.  ESP hereby  constitutes and appoints Lender
(and any employee or agent of Lender,  with full power of substitution) its true
and  lawful  attorney  and  agent  in  fact to  take  any or all of the  actions
described below in Lender's or ESP's name and at ESP's expense:

                  (a) OTHER ACTIONS.  Lender may take any and all action that it
reasonably  deems  necessary  or  appropriate  to preserve  its  interest in the
Collateral;  to the extent same relates to any default by ESP hereunder or under
any other Transaction  Document,  ESP shall reimburse Lender for same on demand.
All sums  payable by ESP to Lender  under  Sections  11.7(a) and 11.7(b)  herein
shall constitute Obligations,  shall be secured by the Collateral,  and shall be
payable on ten (10) Business Days notice with interest at the Interest Rate from
the respective dates such sums are expended.

                  (b) LENDER'S  RIGHT TO CURE. In the event ESP fails to perform
any of its Obligations  within ten (10) days following notice from Lender,  then
Lender may from time to time  perform the same but shall not be  obligated to do
so (including that Lender shall not be required to perform any Obligations which
are the same type as those which Lender may have at any time  hereafter  elected
to perform).

                                      -24-
<PAGE>

                  (c)  COLLECTIONS;  MODIFICATION OF TERMS.  Upon the occurrence
and during the continuance of any Event of Default,  Lender may (i) demand,  sue
for, collect and give receipts for any money, instruments or property payable or
receivable on account of or in exchange for any of the  Collateral,  or make any
compromises  it deems  necessary  or  proper,  including  extending  the time of
payment, permitting payment in installments, or otherwise modifying the terms or
rights relating to any of the Collateral,  all of which may be effected  without
notice to or consent by ESP and without  otherwise  discharging or affecting the
Obligations,  the  Collateral  or the  Liens  granted  under  any  of  the  Loan
Documents,  and (ii) take any actions Lender  reasonably  elects relating to the
Collateral, subject to Section 11.1.

                  (d) IRREVOCABILITY.  Except as may be provided to the contrary
in this  Section  11.7 with  respect  to any  power,  ESP  covenants  and agrees
[*****]. ESP further covenants and agrees that the powers of attorney granted by
this Section 11.7 are coupled  with an interest and shall be  irrevocable  until
the  later of full and  final  payment  of the  principal  of the  Loans and all
interest thereon and all other payment  obligations under this Agreement and the
other Loan Documents,  that said powers are granted solely for the protection of
Lender's  interest and Lender  shall have no duty to exercise any thereof;  that
the decision whether to exercise any of such powers, and the manner of exercise,
shall be solely within Lender's  discretion;  and that neither Lender nor any of
its  directors,  officers,  employees  or agents  shall be liable for any act of
omission or commission,  or for any mistake or error of judgment,  in connection
with any such powers except any act of commission  constituting gross negligence
or willful misconduct.

12.  COSTS,  EXPENSES  AND  TAXES;  INDEMNIFICATION;   LIMITATIONS  ON  LENDER'S
LIABILITY.
--------------------------------------------------------------------------------

         12.1.  COSTS AND EXPENSES.  ESP agrees to pay on demand (a) all losses,
costs and expenses  (including  reasonable  fees and  expenses of attorneys  and
accountants,  including any such  reasonable  fees and expenses of attorneys and
accountants  incurred  to  enforce  any rights of Lender or  obligations  of ESP
hereunder or under any other Loan Document) from time to time incurred by Lender
relating  to the  enforcement  of this  Agreement  and/or  any of the other Loan
Documents  and/or (b) the  preservation  of any rights  (including  remedies) of
Lender under this Agreement and/or any other Loan Document.  With respect to any
amount  advanced  or expended by Lender and  required  to be  reimbursed  by ESP
pursuant to the foregoing  provisions  of this Section 12.1,  ESP shall also pay
Lender  interest on such amount at the Interest Rate,  such interest to commence
from the date of advance or expenditure.  ESP's  obligations under Sections 12.1
and 12.2 shall survive termination of the other provisions of this Agreement.

         12.2.  INDEMNIFICATION  BY ESP.  ESP  hereby  covenants  and  agrees to
indemnify,  defend  and  hold  harmless  Lender  and  its  officers,  directors,
employees and agents (and hereby releases each such Person) from and against any
and all claims, demands, damages, Liabilities, costs and expenses (including the
reasonable fees and  out-of-pocket  expenses of counsel),  other Proceedings and
losses of any kind or nature  whatsoever which may be incurred or suffered by or
asserted  against or threatened to be asserted  against Lender or any such other
Person  relating to this  Agreement or any Loan,  including:  (a) any Proceeding
relating to any of the  Collateral in which Lender or any of its  Affiliates has
the right to enforce its rights  hereunder or  thereunder or any act or omission
relating to any of the foregoing, (b) any taxes, Liabilities,  claims or damages

                                      -25-
<PAGE>

relating to the Collateral or Lender's Liens  thereon;  or (c) the  correctness,
validity  or  genuineness  of any  instruments  or other  Documents  that may be
released or endorsed to ESP by Lender (which shall automatically be deemed to be
without recourse to Lender in any event),  except if the foregoing  results from
the gross negligence of willful misconduct of Lender or its employees or agents.
The foregoing  provisions of this Section 12.2 shall not constitute a release of
Lender from its  obligation  to make Loans  pursuant to and subject to the terms
hereof, to the extent it breaches its obligation to do so.

         12.3. LIMITATIONS ON LENDER'S LIABILITY.

                  (a) NO  INQUIRY  OBLIGATION  OF  LENDER.  Lender  shall not be
obligated to inquire into the accuracy,  correctness,  or  reasonableness of any
Document furnished to it in connection with any Requested Loan.

                  (b) NO  OBLIGATION  OF  LENDER.  Lender  shall  not  have  any
responsibility  whatsoever  as to use of any Loan.  Anything to the  contrary in
this Agreement  notwithstanding,  any approval or  non-approval by Lender of any
one or more matters  involving any  Transaction  Document,  any of the work done
pursuant  thereto or any other actions  contemplated  by any such Document shall
not create any  responsibility or liability of any kind or nature whatsoever for
Lender or in any manner  reduce or  otherwise  affect its rights to repayment of
the Loans.

                  (c) NO  RELIANCE  ON  LENDER'S  PROCEDURES.  ESP shall have no
right to rely  upon any  procedure  required  by Lender  under  any  Transaction
Document,  such procedures  being for the sole protection of Lender and no other
Person.  Further,  Lender is entitled to take any discretionary action permitted
under any Transaction Document solely for its own protection.


13. OTHER PROVISIONS.
    ----------------

         13.1. ENTIRE AGREEMENT;  AMENDMENTS;  LENDER'S CONSENT.  This Agreement
and the other Loan Documents  supersede,  with respect to their subject  matter,
all  prior  and  contemporaneous  agreements,  understandings,   inducements  or
conditions  among or between the Parties,  whether  express or implied,  oral or
written,  and  constitute the entire  agreement of the Parties.  No amendment or
waiver of any provision of this Agreement or any Loan  Document,  nor consent to
any departure by any Party therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Party  against  whom  enforcement  is
sought,  and then such waiver or consent shall be effective only in the specific
instance  and for the  specific  purpose  for which  given.  To the extent  this
Agreement  and any other Loan  Document  are  actually  inconsistent,  then this
Agreement  shall control except to the extent  otherwise  expressly  provided in
this Agreement or any other Loan Document. If a Schedule is not attached hereto,
or such  Schedule does not contain all  information  contemplated  hereby,  then
ESP's  disclosure re: same shall for the purposes of this Agreement be "none" or
"no exceptions".

         13.2. SPECIFIC PERFORMANCE.  Subject to the provisions of Section 12.3,
in the  event of any  breach  or  threatened  breach  of any  provision  of this
Agreement,  an  aggrieved  Party shall have the right,  in addition to any other
rights existing in its favor under this Agreement,  to enforce its rights and to
enforce  the  obligations  of the  breaching  Party by an action or actions  for

                                      -26-
<PAGE>

specific  performance  and/or  injunctive or other equitable  relief in order to
enforce or prevent any actual or threatened violations of the provisions of this
Agreement.  The exercise of any such rights shall not require the posting of any
bond or other consideration or the proof of any actual damages.

         13.3. NOTICES.  All notices and other  communications  relating to this
Agreement or any of the other Loan Documents to be effective shall be in writing
(including  by  telecopy),  and shall be deemed to have been duly  given or made
when  delivered by hand, or three  Business Days after  delivery to a nationally
recognized  overnight courier service (against a signed receipt) or, in the case
of telecopy notice, when sent and confirmed as received,

                  addressed to ESP at:
                  Attention: Edward L. Torres
                  810 N. Farrell Drive
                  Palm Springs, CA 92262,

                  with copies to:
                  Robert Victor
                  VICTOR & VICTOR
                  21031 Ventura Blvd., Suite 701
                  Woodland Hills, California 91364;

                  RICHARDSON & ASSOCIATES 1453 3rd Street  Promenade # 315 Santa
                  Monica, California 90401

                  and to Lender at:

                  with a copy to:

                  MASUD & COMPANY
                  Robert Masud, Esq
                  60 State Street, Suite 700,
                  Boston, Massachusetts 02109

or to such other address as the  respective  Party or its  successors or assigns
may subsequently designate by proper notice.

         13.4. NO THIRD PARTY BENEFICIARIES.  The Parties do not intend that any
other Person shall be a third party  beneficiary  of this Agreement or that this
Agreement  shall  otherwise  inure to the benefit of any third party,  including
that the Parties  intend and agree that no other  Person shall have the right to
enforce  any  obligation  hereunder.  Without  limiting  the  generality  of the
foregoing,  Loans that are used to make advances or other  payments  directly to
any  Person  other  than ESP  shall  not in any  manner  create  or be  deemed a
recognition by Lender of any third party beneficiary status of any such Person.

                                      -27-
<PAGE>

         13.5.  JOINT  EFFORTS.  This  Agreement  and  each  of the  other  Loan
Documents  shall each be  construed  to be the joint  efforts of the Parties and
shall not be construed more severely against any one Party.

         13.6.  GOVERNING LAW. This Agreement and the other Loan Documents shall
be governed by, and construed in accordance  with,  the laws of the State of New
York  (except  to the  extent  otherwise  expressly  provided  in any other Loan
Document) without giving effect to the principles of conflicts of laws.

         13.7.  OTHER  PROVISIONS.  ESP shall take all  actions,  including  the
execution  and delivery of all  Documents,  reasonably  requested by Lender with
respect to the transactions  contemplated hereby. Throughout this Agreement, the
masculine  shall  include the  feminine  and vice versa and the  singular  shall
include  the  plural  and vice  versa,  unless  the  context  of this  Agreement
indicates  otherwise.  This  Agreement  shall be  binding  upon and inure to the
benefit of ESP and Lender and shall not be assignable  without the prior written
consent of the other Party, which consent shall not be unreasonably  withheld or
delayed  (except that Lender may assign this  Agreement to an Affiliate  without
ESP's  consent  and except as  permitted  under  Section  9.2),  except  that no
assignments  hereof  shall  relieve  any  assigning  Party  of  its  obligations
hereunder and any such assigning Party shall continue to be a primary obligor as
fully as if such assignment had not occurred.  Any purported assignment not made
in  accordance  with the  terms  hereof  shall be void.  This  Agreement  may be
executed  by fax  and in any  number  of  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.  Subject to Section 10.4 hereof,  any
provision of this Agreement, the Research Agreement and/or any of the other Loan
Documents that is prohibited or unenforceable  in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability   without   invalidating  the  remaining   provisions  of  this
Agreement,   the  Research  Agreement  and/or  such  other  Loan  Documents,  as
applicable, or affecting the validity or enforceability of such provision in any
other jurisdiction and each provision which is not wholly unenforceable shall be
enforced to the maximum extent permitted by law. The table of contents, headings
and schedule of defined terms  preceding the text of this Agreement are inserted
solely for  convenience  of  reference  and shall not  constitute a part of this
Agreement nor affect its meaning,  construction or effect.  The phrase "amended,
supplemented,  restated or  otherwise  modified"  and other  reasonably  similar
phrases include any change by way of waiver and includes  extensions,  renewals,
re-financings  and  replacements.   The  terms  "default",  "default  under  any
Document"  and  similar  terms  includes  any  breach  of any  Document  and any
noncompliance with, and any failure to observe,  the terms of any Document.  Any
brokerage,  commission or finder's fee payable in connection  with the Loans and
the transactions  contemplated hereby is payable by the Party incurring same and
such Party incurring same shall indemnify the other Party in respect of same.

         13.8. NO AGENCY  RELATIONSHIP.  The Parties agree that neither Party is
in any  respect  the agent of the other  Party  for any  purpose  of any kind or
nature whatsoever.

         13.9. FURTHER ACKNOWLEDGMENTS AND AGREEMENTS OF ESP AND LENDER. ESP and
Lender  acknowledge  and agree  that they (i) have  independently  reviewed  and
approved the  provisions  of this  Agreement,  including  the Exhibits  attached
hereto and any and all other  Documents  as they or their  counsel  have  deemed

                                      -28-
<PAGE>

appropriate,  and (ii) have entered into this  Agreement  and have  executed the
other  Transaction  Documents  executed by them  voluntarily,  without duress or
coercion, and have done all of the above with the advice of their legal counsel.
ESP  acknowledges  and agrees that,  to the extent  deemed  necessary by them or
their counsel, they and their counsel have independently reviewed,  investigated
and/or have full knowledge of all aspects of the  transactions and the basis for
the  transactions  contemplated  by  this  Agreement  or any  other  Transaction
Documents  and/or have chosen not to so review and  investigate  (in which case,
ESP acknowledges and agrees that it has knowingly and upon the advice of counsel
waived any claim or defense  based on any fact or any aspect of the  transaction
that any investigation  would have disclosed),  including the risks and benefits
of the various  waivers of rights  contained in this  Agreement  (including  the
waiver of the right to a jury trial).

              IN WITNESS WHEREOF, the undersigned have set their hands and seals
or caused these presents to be executed by their proper officers and sealed with
their seal the day and year first above written.

(Corporate Seal)                       ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

Attest:

By:                                    By:
      ----------------------------          --------------------------
Name:                                  Name:    Ed Torres
      ----------------------------          --------------------------
Title:                                 Title:  President
      ----------------------------          --------------------------


                                       LENDER


By:                                    By:
      ----------------------------          --------------------------
Name:                                  Name:
      ----------------------------          --------------------------
Title:                                 Title:
      ----------------------------          --------------------------




                                      -29-
<PAGE>



                                    EXHIBIT A
                                 DRAWDOWN NOTICE

TO:      Lender

Pursuant to the Loan Agreement dated May 26, 2010;

         (a)  I  give  you  irrevocable   notice  that   Environmental   Service
Professionals, Inc. wishes to draw on __________ _____ 2010 ("Drawdown Date").

         (b) the amount to be drawn is US$189,400,000

         (c)   I   request    that   the   amount   be   remitted   to   Account
No.___________________ at ____________________________ for credit to the account
of ___________________.

         (d) I represent that:

                  (i) the amount to be remitted  will be used for the  following
         purpose or purposes: (INSERT PARTICULARS OF INTENDED USE OF THE FUNDS.

                  (ii)  the   representations  and  warranties  in  the  Funding
         Agreement are and remain true at the Drawdown Date;

                  (iii) No event of Default  has  occurred or is  subsisting  or
         will result from the drawing.

DATED:


Signed by: /s/________________________
For









                                      -30-

<PAGE>



                                    EXHIBIT B
                                DRAWDOWN SCHEDULE

1         Subject to the conditions and terms of this Agreement:

         (a)      Lender will make  advances of the Loan Sum to ESP  pursuant to
                  any Drawdown Notices. ESP may not request that the Loan Sum be
                  drawn down in one advance unless Lender otherwise agrees;

         (b)      Subject to ESP  complying  with the  Conditions  Precedent  in
                  clause  3  of  this  Agreement,   drawdown  will  be  advanced
                  according to the following schedule:

                  i)       A Drawdown,  US$  189,400,000.00  (One Hundred Eighty
                           Nine  Million,  Four Hundred  Thousand  United States
                           Dollars),  within 5 to 14 Business Days from the date
                           on  which  Lender's  Bank  or  it  nominee  receives,
                           authenticates,  verifies  and clears  the  Securities
                           delivered  by or on behalf of ESP,  its agents or its
                           Bank;

         (c)      The Drawdown  must be used only for the purpose of funding the
                  acquisitions presented to Lender, and must not be used for the
                  benefit of any declared enemy of the USA. .


















                                      -31-
<PAGE>



                                    EXHIBIT C
                                   PRE-ADVICE
     (TO BE TRANSMITTED BY SWIFT OR OTHER SECURE COMMUNICATION BANK TO BANK)

FROM:
BANK NAME:           (SBLC ISSUING BANK)

TO:
BANK NAME:            xxxx
BANK ADDRESS:         xxxx
ACCOUNT NAME:         xxxx
SWIFT:                xxxx
FOR CREDIT TO:        xxxx
BANK OFFICER;         xxxx
TRANSACTION CODE:     HPExxxxxxxxxx

We are ready and willing to issue and deliver by SWIFT or otherwise on behalf of
our  Client  [CLIENT  NAME] a Standby  Letter of Credit  (SBLC) as per  attached
specimen.

Such SBLC will be drawn per the following specifications:

Amount:              $***,000,000 (*** Hundred Million United States Dollars)
Maturity:            Minimum one year and one day
Beneficiary:         Lender or its Assigns
Issue date:
Ref. Number:

Please notify beneficiary accordingly and please advise your readiness to accept
the above SBLC for verification and authentication by SWIFT.

Sincerely,

(TEXT OF SBLC)

NAME & TITLE OF BANK OFFICER                        NAME & TITLE OF BANK OFFICER

Sincerely,

----------------------------                        ----------------------------
Signature/title                                     Signature/title

Note:  The  beneficiary  of the Letter of Credit  will be  advised/nominated  by
Lender.






                                      -32-
<PAGE>



                                    EXHIBIT D
                                PRE-ADVICE REPLY
     (TO BE TRANSMITTED BY SWIFT OR OTHER SECURE COMMUNICATION BANK TO BANK)


FROM:
BANK NAME:              XXXXXXXXXXXXX

TO:
BANK NAME:              (SBLC ISSUING BANK)
BANK ADDRESS:           xxxx
ACCOUNT NAME:           xxxx
SWIFT:                  xxxx
FOR CREDIT TO:          xxxx
REFERENCE:              xxxx

We,  (xxx bank)  hereby  acknowledge  receipt  of your  Pre-advice  message  and
undertaking  reference............................dated  .......... on behalf of
your customer  [CLIENT  NAME] in respect of the issuance of a Standby  Letter of
Credit as per attached specimen, and according to the below specifications.

We, (xxx bank) are prepared to receive,  authenticate  and verify such a SBLC as
per attached specimen.

Such SBLC will be drawn per the following specifications:

Amount:                $***,000,000 (*** Hundred Million United States Dollars)
Maturity:              Minimum One year and one day
Beneficiary:           Lender or its Assigns
Issue date:
Ref. Number:

We hereby  confirm the above  subject to your  delivery to us of the SBLC in the
text and  specifications  as advised  within five (5) days from  receipt of this
communication.

Sincerely


NAME & TITLE OF BANK OFFICER                       NAME & TITLE OF BANK OFFICER


----------------------------                       ----------------------------
Signature/title                                    Signature/title








                                      -33-
<PAGE>



                                    EXHIBIT E
                            STAND-BY LETTER OF CREDIT
              (BY SWIFT OR OTHER SECURE BANK TO BANK COMMUNICATION)

SBLC NUMBER                :
ISIN                       :
CUSIP N(0)                 :
APPLICANT                  :
BENEFICIARY                :
PLACE/DATE OF ISSUE        :
CURRENCY/AMOUNT            :
DATE OF MATURITY           : (Minimum one year and one day from date of issue)

We...........(bank)...........the  undersigned,  hereby  open  our  irrevocable,
transferable,  unencumbered  and confirmable  Standby Letter of Credit (SBLC) in
favor of Lender or their  assigns for the amount of  $***,000,000  (***  Hundred
Million United States Dollars),  due one year and one day from the date of issue
(date of issue).

Drafts may be drawn and  negotiated  on, but not before,  the  maturity  date of
(maturity date), but not later than thirty (30) days after maturity date.

The draft  drawn  under this  letter of Credit must bear on its face the clause:
"DRAWN UNDER STANDBY LETTER OF CREDIT NUMBER (number), DATED (date)".

We hereby agree with the drawer,  endorsers,  and bone fide holders of the draft
drawn under and in  compliance  with the terms of this Standby  Letter of Credit
that such a draft will be honored upon presentation to the drawer.

This Letter of Credit is transferable  without  notification  and payment of any
transfer fee to the issuing bank being required.

This  Letter of Credit is subject  to the  Uniform  Customs  and  Practices  for
Documentary Credits (Latest Revision).

International Chamber of Commerce, Paris, France, Publication 600.

This is an  operative  instrument.  All  charges  accrue to the  account  of the
applicant.

Full name and address of issuing Bank.





                                      -34-
<PAGE>



                                    EXHIBIT F
     (TO BE TRANSMITTED BY SWIFT OR OTHER SECURE COMMUNICATION BANK TO BANK)

PRE ADVICE

FROM:                      LENDER BANK
BANK NAME:                 XXXXXXXXXXXXX

TO:                        XXXXXXXXXXXXX
BANK NAME:                 (SBLC ISSUING BANK)
BANK ADDRESS:              xxxx
ACCOUNT NAME:              xxxx
SWIFT:                     xxxx
FOR CREDIT TO:             xxxx
REFERENCE:                 xxxx


We, (xxx bank) are ready,  willing and able to deliver by SWIFT or  otherwise on
behalf of our Client Lender $189,400,000 (One Hundred & Eighty Nine Million Four
Hundred Thousand United States Dollars) to be distributed in one tranche.

One tranche of  $189,400,000  (One  Hundred & Eighty Nine  Million  Four Hundred
Thousand United States Dollars) will be distributed  within two (2) banking days
from receipt of  confirmation  by SWIFT from your bank being ready,  willing and
able to receive the funds by way of proper bank to bank process.

We hereby  confirm  that the  US$189,400,000  (One Hundred & Eighty Nine Million
Four Hundred  Thousand  United States Dollars) are clean,  clear funds,  legally
earned and free of liens and encumbrances.

We hereby  confirm  with  full bank  responsibility  the above  subject  to your
delivery  to us of the RWA  confirmation  as advised  within  five (5) days from
receipt of this communication.

Sincerely


NAME & TITLE OF BANK OFFICER                      NAME & TITLE OF BANK OFFICER







                                      -35-
<PAGE>



                                    EXHIBIT H
                                     (NOTE)

                                 PROMISSORY NOTE

Maximum Principal Balance of                                Date:  May 26, 2010
US$200,000,000.00                                      Palm Springs, California

         This  Promissory  Note  ("Note") is executed  and  delivered  under and
pursuant to the terms of that certain Loan Agreement dated as of the date hereof
(as amended,  restated,  supplemented  or modified from time to time,  the "Loan
Agreement") by and between ENVIRONMENTAL SERVICE  PROFESSIONALS,  INC., an State
of Nevada  corporation  with a place of business at 810 N. Farrell  Drive,  Palm
Springs, CA 92262 ("Borrower"), and LENDER, a Delaware limited liability company
with a place of business at ("Lender").  Capitalized terms not otherwise defined
herein shall have the meanings provided in the Loan Agreement.

         FOR VALUE  RECEIVED,  Borrower  hereby  promises to pay to the order of
Lender, at the office of Lender, Attention:  Finance Department or at such other
place as Lender may from time to time designate to Borrower in writing:

         (i)   the   principal   sum  of  TWO   HUNDRED   MILLION   AND   00/100
(US$200,000,000.00)  DOLLARS in  currency of the United  States of America,  or,
such lesser amount as shall then equal the aggregate unpaid principal balance of
the  Loans  as may be due  and  owing  under  the  Loan  Agreement,  payable  in
accordance  with the provisions of the Loan  Agreement,  subject to acceleration
upon the  occurrence of an Event of Default under the Loan  Agreement or earlier
termination of the Loan Agreement pursuant to the terms thereof; and

         (ii)  interest on the  principal  amount of this Note from time to time
outstanding  until  such  principal  amount  is paid  in full at the  applicable
Interest Rate in accordance  with the  provisions of the Loan  Agreement.  In no
event,  however,  shall interest  exceed the maximum  interest rate permitted by
law.  Upon and after the  occurrence  of an Event of  Default,  and  during  the
continuation thereof, interest shall be payable at the Default Rate.

         This Note is the Note referred to in the Loan  Agreement is entitled to
the benefits of the Loan  Agreement and the other Loan  Documents and is subject
to all of the agreements,  terms and conditions therein contained. This Note may
be prepaid in whole or in part at any time without premium or penalty.

         This Note may be assigned only in accordance with the Loan Agreement.

         If an Event of Default  under  Section 10 of the Loan  Agreement  shall
occur, then this Note shall immediately become due and payable,  without notice,
together with reasonable  attorneys' fees if the collection  hereof is placed in
the hands of an attorney to obtain or enforce payment hereof. If any other Event
of Default  shall occur under the Loan  Agreement or any of the Loan  Documents,
then this  Note may,  as  provided  in the Loan  Agreement,  be  declared  to be
immediately due and payable,  without a notice period,  together with reasonable
attorneys' fees, if the collection  hereof is placed in the hands of an attorney
to obtain or enforce payment hereof.


                                      -36-
<PAGE>



         This Note shall be governed by and construed and enforced in accordance
with the laws of the State of New York.

         Borrower expressly waives any presentment,  demand,  protest, notice of
protest,  or  notice  of any  kind  except  as  expressly  provided  in the Loan
Agreement.

                                     ENVIRONMENTAL SERVICE PROFESSIONALS, INC.,
                                     BORROWER


                                     By:
                                           -------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                           -------------------------------------



STATE OF           )
                SS.:
COUNTY OF          )



         On the  _____________  day of May,  2010,  before  me  personally  came
_____________________,  to me known,  who being by me duly sworn, did depose and
say  that  he/she  is  the   ______________________   of  Environmental  Service
Professionals,  Inc., the Borrower described in and which executed the foregoing
instrument;  and that he/she signed  his/her name thereto as the act and deed of
such corporation by order of the board of directors of said corporation.


                                     ------------------------------
                                             Notary Public











                                      -37-


