EXHIBIT 10.9

                          STOCK OPTION GRANT NOTICE AND

                             STOCK OPTION AGREEMENT
         Environmental  Service  Professionals,  Inc., a Nevada corporation (the
"Company"),  grants to the  holder  listed  below  ("Participant")  an option to
purchase the number of shares of the Company's  common  stock,  par value $0.001
("Shares") set forth below (the "Option") under its 2008 ESP Stock and Incentive
Plan (the "Plan").  The Option is subject to all of the terms and conditions set
forth in this  Notice and in the Stock  Option  Agreement  attached as Exhibit A
(the "Stock Option  Agreement") and the Plan, which are  incorporated  herein by
reference.  Unless otherwise defined herein, the terms defined in the Plan shall
have the same  defined  meanings  in this  Grant  Notice  and the  Stock  Option
Agreement.


Participant:                                ________________________________

Grant Date:                                 ________________________________

Total Number of Shares
Subject to the Option:                      ________________________________

Exercise Price per Share:                   ________________________________

Total Exercise Price:                       ________________________________

Expiration Date:                            ________________________________

Type of Option:                             Incentive Stock Option /
                                            Non-Qualified Stock Option

Vesting Schedule:                           ________________________________

                                            ________________________________

                                            ________________________________

         By  signing  below,  Participant  agrees  to be bound by the  terms and
conditions  of the Plan,  the Stock  Option  Agreement  and this  Grant  Notice.
Participant  has reviewed the Stock  Option  Agreement,  the Plan and this Grant
Notice in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing  this Grant Notice and fully  understands  all  provisions of
this Grant Notice,  the Stock Option Agreement and the Plan.  Participant hereby
agrees  to  accept  as  binding,   conclusive   and  final  all   decisions   or
interpretations  of the  Administrator  of the Plan upon any  questions  arising
under the Plan or relating to the Option.

Environmental Service Professionals, Inc.

By:
     -----------------------------------     -----------------------------------
     Name/Title:                             Participant


<PAGE>
                                    EXHIBIT A

                          To Stock Option Grant Notice
                                       To
                             Stock Option Agreement


         The Company has granted to  Participant  an option under the  Company's
2008 ESP Stock and Incentive  Plan (the "Plan") to purchase the number of Shares
indicated in the attached Stock Option Grant Notice (the "Grant Notice").

ARTICLE 1
                                     General

         1.1 DEFINED TERMS.  Capitalized  terms not specifically  defined herein
shall have the meanings specified in the Plan and the Grant Notice.

         1.2  INCORPORATION OF TERMS OF PLAN. The Option is subject to the terms
and conditions of the Plan which are incorporated herein by reference.


ARTICLE 2
                                 GRANT OF OPTION

         2.1 GRANT OF OPTION.  In  consideration  of  Participant's  past and/or
continued  employment  with or service to the  Company or an  Affiliate  and for
other good and valuable consideration,  effective as of the Grant Date set forth
in the Grant  Notice  (the "Grant  Date"),  the  Company  irrevocably  grants to
Participant the Option to purchase any part or all of an aggregate of the number
of Shares set forth in the Grant Notice, upon the terms and conditions set forth
in the Plan and this  Agreement.  Unless  designated  as a  Non-Qualified  Stock
Option in the Grant Notice, the Option shall be an Incentive Stock Option to the
maximum extent permitted by law.

         2.2 EXERCISE  PRICE.  The exercise  price of the Shares  subject to the
Option shall be as set forth in the Grant  Notice,  without  commission or other
charge; provided, however, that the price per share of the Shares subject to the
Option  shall not be less than 100% of the Fair  Market  Value of a Share on the
Grant Date.  Notwithstanding  the foregoing,  if this Option is designated as an
Incentive  Stock  Option and  Participant  owns  (within  the meaning of Section
424(d) of the Code)  more than 10% of the  total  combined  voting  power of all
classes of stock of the Company or any  "subsidiary  corporation" of the Company
or any "parent  corporation"  of the Company (each within the meaning of Section
424 of the Code),  the price per share of the Shares subject to the Option shall
not be less than 110% of the Fair Market Value of a Share on the Grant Date.

         2.3 CONSIDERATION TO THE COMPANY.  In consideration of the grant of the
Option by the  Company,  Participant  agrees to render  faithful  and  efficient
services  to the  Company  and  its  Affiliates.  Nothing  in the  Plan  or this
Agreement  shall confer upon  Participant any right to continue in the employ or

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service of the Company or any Affiliate or shall  interfere  with or restrict in
any way the rights of the Company and its  Affiliates,  which  rights are hereby
expressly reserved, to discharge or terminate the services of Participant at any
time for any reason whatsoever,  with or without Cause (as defined in the Plan),
except to the extent expressly provided otherwise in a written agreement between
the Company or its Affiliates and a Participant.


ARTICLE 3

                            PERIOD OF EXERCISABILITY

         3.1 COMMENCEMENT OF EXERCISABILITY.

                  (a) Subject to Sections 3.3,  5.7,  5.9, and 5.14,  the Option
         shall become vested and  exercisable  in such amounts and at such times
         as are set forth in the Grant Notice.

                  (b) No portion of the  Option  that has not become  vested and
         exercisable at the date of  Participant's  Termination of Service shall
         thereafter  become vested and  exercisable,  except as may be otherwise
         provided by the  Administrator  or as set forth in a written  agreement
         between the Company and Participant.

         3.2 DURATION OF  EXERCISABILITY.  The installments  provided for in the
vesting  schedule  set  forth in the  Grant  Notice  are  cumulative.  Each such
installment  which  becomes  vested  and  exercisable  pursuant  to the  vesting
schedule set forth in the Grant Notice shall remain vested and exercisable until
it becomes unexercisable under Section 3.3.

         3.3 EXPIRATION OF OPTION. The Option may not be exercised to any extent
by anyone after the first to occur of the following events:

                  (a) The expiration of ten years from the Grant Date;

                  (b) If this Option is designated as an Incentive  Stock Option
         and  Participant  owned  (within the  meaning of Section  424(d) of the
         Code),  at the time the Option was granted,  more than 10% of the total
         combined  voting  power of all  classes of stock of the  Company or any
         "subsidiary  corporation" of the Company or any "parent corporation" of
         the Company  (each within the meaning of Section 424 of the Code),  the
         expiration of five years from the Grant Date;

                  (c)  The   expiration   of  three  months  from  the  date  of
         Participant's Termination of Service, unless such termination occurs by
         reason of Participant's  death,  Disability or Participant's  discharge
         for Cause;

                  (d) The expiration of one year from the date of  Participant's
         Termination of Service by reason of Participant's  death or Disability;
         or

                  (e) The date of  Participant's  Termination  of Service by the
         Company or any of its Affiliates by reason of  Participant's  discharge
         for Cause.

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<PAGE>

         Participant  acknowledges that an Incentive Stock Option exercised more
than three months after Participant's  Termination of Employment,  other than by
reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

         3.4 SPECIAL TAX  CONSEQUENCES.  Participant  acknowledges  that, to the
extent that the  aggregate  Fair  Market  Value  (determined  as of the time the
Option is granted) of all Shares with respect to which  Incentive Stock Options,
including the Option,  are  exercisable for the first time by Participant in any
calendar  year  exceeds  $100,000,  the Option and such other  options  shall be
Non-Qualified  Stock  Options  to  the  extent  necessary  to  comply  with  the
limitations  imposed  by  Section  422(d)  of  the  Code.   Participant  further
acknowledges that the rule set forth in the preceding  sentence shall be applied
by taking the Option and other Incentive Stock Options into account in the order
in which they were granted,  as determined  under Section 422(d) of the Code and
the Treasury Regulations thereunder.

ARTICLE 4

                               EXERCISE OF OPTION

         4.1 PERSON ELIGIBLE TO EXERCISE.  Except as provided in Sections 5.2(b)
and 5.2(c),  during the lifetime of Participant,  only  Participant may exercise
the  Option  or any  portion  thereof.  After  the  death  of  Participant,  any
exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable  under  Section  3.3,  be  exercised  by  Participant's   personal
representative  or  by  any  person  empowered  to  do  so  under  the  deceased
Participant's   will  or  under  the  then   applicable   laws  of  descent  and
distribution.

         4.2  PARTIAL  EXERCISE.  Any  exercisable  portion of the Option or the
entire Option, if then wholly exercisable,  may be exercised in whole or in part
at any time  prior to the  time  when the  Option  or  portion  thereof  becomes
unexercisable under Section 3.3.

         4.3 MANNER OF EXERCISE. The Option, or any exercisable portion thereof,
may be  exercised  solely by  delivery  to the  Secretary  of the Company or the
Secretary's  office of all of the following prior to the time when the Option or
such portion thereof becomes unexercisable under Section 3.3:

                  (a) An Exercise Notice  electronically or in writing signed by
         Participant or any other person then entitled to exercise the Option or
         portion thereof,  stating that the Option or portion thereof is thereby
         exercised,  such notice complying with all applicable rules established
         by the  Administrator.  Such notice shall be  substantially in the form
         attached  as  Exhibit B to the Grant  Notice  (or such other form as is
         prescribed by the Administrator);

                  (b) The receipt by the Company of full  payment for the Shares
         with  respect  to which the Option or  portion  thereof  is  exercised,
         including  payment of any applicable  withholding  tax, which may be in
         one or more of the forms of consideration permitted under Section 4.4;

                  (c) A bona fide written representation and agreement,  in such
         form as is prescribed by the  Administrator,  signed by  Participant or
         the other  person  then  entitled  to  exercise  such Option or portion
         thereof,  stating that the Shares are being acquired for  Participant's
         own  account,  for  investment  and without any  present  intention  of

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         distributing  or reselling  said Shares or any of them except as may be
         permitted under the Securities Act of 1933 (the  "Securities  Act") and
         then  applicable  rules  and  regulations   thereunder  and  any  other
         applicable  law, and that  Participant or other person then entitled to
         exercise  such Option or portion  thereof  will  indemnify  the Company
         against and hold it free and harmless from any loss, damage, expense or
         liability  resulting to the Company if any sale or  distribution of the
         Shares by such person is contrary to the  representation  and agreement
         referred to above. The Administrator  may, in its absolute  discretion,
         take whatever  additional  actions it deems  appropriate  to ensure the
         observance and performance of such  representation and agreement and to
         effect  compliance  with the  Securities  Act and any other  federal or
         state  securities  laws or regulations  and any other  applicable  law.
         Without limiting the generality of the foregoing, the Administrator may
         require an opinion of counsel  acceptable  to it to the effect that any
         subsequent  transfer of Shares  acquired on an Option exercise does not
         violate the Securities Act, and may issue stop-transfer orders covering
         such Shares. Share certificates evidencing Shares issued on exercise of
         the Option shall bear an appropriate legend referring to the provisions
         of  this  subsection  (c)  and  the  agreements   herein.  The  written
         representation  and agreement referred to in the first sentence of this
         subsection  (c) shall,  however,  not be  required  if the Shares to be
         issued  pursuant  to such  exercise  have  been  registered  under  the
         Securities  Act, and such  registration is then effective in respect of
         such Shares; and

                  (d) In the  event  the  Option  or  portion  thereof  shall be
         exercised  under  Section  4.1 by any  person  or  persons  other  than
         Participant,  appropriate  proof of the right of such person or persons
         to exercise the Option.

         4.4 METHOD OF PAYMENT. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Participant:

                  (a) by cash,  check, or other cash equivalent  approved by the
         Administrator;

                  (b) by the  tendering  of other  Shares to the  Company or the
         attestation  to the  ownership  of the Shares that  otherwise  would be
         tendered to the  Company in exchange  for the  Company's  reducing  the
         number of Shares  issuable  upon the  exercise  of the  Option.  Shares
         tendered or attested to in exchange  for Shares  issued  under the Plan
         must be held by the Service  Provider  for at least six months prior to
         their tender or their  attestation to the Company and may not be shares
         of  Restricted  Stock at the time they are tendered or attested to. The
         Administrator  shall  determine  acceptable  methods for  tendering  or
         attesting to Shares to exercise an Option under the Plan and may impose
         such  limitations  and  prohibitions  on the use of Shares to  exercise
         Options as it deems appropriate. For purposes of determining the amount
         of the Option price satisfied by tendering or attesting to Shares, such
         Shares shall be valued at their Fair Market Value on the date of tender
         or attestation, as applicable;

                  (c)  in a  broker-assisted  cashless  exercise  by  delivering
         irrevocable  instructions to the Company to deliver the Shares issuable
         upon  exercise of the Option  promptly to a broker  (acceptable  to the
         Company) for the Participant's account, and by delivering to the broker
         irrevocable  instructions to sell Shares sufficient to pay the exercise
         price and upon such sale to deliver the exercise  price to the Company.
         The  Participant  may use this form of  exercise  only if the  exercise
         would not subject the  Participant to liability  under Section 16(b) of

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<PAGE>

         the Exchange Act or would be exempt pursuant to Rule 16b-3  promulgated
         under the Exchange Act or any other exemption from such liability.  The
         Company shall deliver an  acknowledgement to the broker upon receipt of
         instructions  to deliver the Shares,  and the Company shall deliver the
         Shares to such broker upon the  settlement  date.  Upon  receipt of the
         Shares from the Company,  the broker shall  deliver to the Company cash
         sale proceeds sufficient to cover the exercise price and any applicable
         withholding  taxes due. Shares acquired by a cashless exercise shall be
         deemed to have a Fair Market Value on the Option exercise date equal to
         the gross  sales  price at which the broker  sold the Shares to pay the
         exercise price; or

                  (d)  by  using  such  other   methods  of  payment   that  the
         Administrator, at its discretion, deems appropriate from time to time.

         4.5   CONDITIONS  TO  ISSUANCE  OF  STOCK   CERTIFICATES.   The  Shares
deliverable  upon the  exercise of the Option,  or any portion  thereof,  may be
either  previously  authorized  but unissued  Shares or issued Shares which have
then  been  reacquired  by the  Company.  Such  Shares  shall be fully  paid and
nonassessable.  The Company shall not be required to issue or deliver any Shares
purchased  upon  the  exercise  of  the  Option  or  portion  thereof  prior  to
fulfillment of all of the following conditions:

                  (a) The  admission  of such  Shares  to  listing  on all stock
         exchanges on which such Shares are then listed;

                  (b) The completion of any registration or other  qualification
         of such  Shares  under any state or  federal  law or under  rulings  or
         regulations of the  Securities and Exchange  Commission or of any other
         governmental  regulatory  body, which the  Administrator  shall, in its
         absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other  clearance  from any state or federal
governmental agency which the Administrator  shall, in its absolute  discretion,
determine to be necessary or advisable;

                  (d) The  receipt  by the  Company  of full  payment  for  such
         Shares,  including payment of any applicable withholding tax, which may
         be in one or more of the forms of consideration permitted under Section
         4.4; and

                  (e) The lapse of such reasonable  period of time following the
         exercise  of the  Option  as the  Administrator  may from  time to time
         establish for reasons of administrative convenience.

         4.6 RIGHTS AS  STOCKHOLDER.  The holder of the Option shall not be, nor
have any of the rights or privileges of, a stockholder of the Company in respect
of any Shares purchasable upon the exercise of any part of the Option unless and
until such  Shares  shall  have been  issued by the  Company to such  holder (as
evidenced  by the  appropriate  entry on the books of the  Company  or of a duly
authorized  transfer  agent of the Company).  No  adjustment  will be made for a
dividend  or other  right  for which  the  record  date is prior to the date the
Shares are issued, except as provided in Section 2.3 of the Plan.

                                      -6-
<PAGE>

ARTICLE 5

                                OTHER PROVISIONS

         5.1 ADMINISTRATION. The Administrator shall have the power to interpret
the Plan and this  Agreement  and to adopt  such  rules for the  administration,
interpretation  and  application of the Plan as are consistent  therewith and to
interpret,   amend  or  revoke  any  such  rules.  All  actions  taken  and  all
interpretations and determinations made by the Administrator in good faith shall
be final and binding  upon  Participant,  the  Company and all other  interested
persons.  No member of the  Administrator  shall be  personally  liable  for any
action,  determination or interpretation  made in good faith with respect to the
Plan, this Agreement or the Option.

         5.2 OPTION NOT TRANSFERABLE.

                  (a)  Subject  to Section  5.2(b),  the Option may not be sold,
         pledged,  assigned or  transferred  in any manner other than by will or
         the laws of  descent  and  distribution,  unless  and until the  Shares
         underlying the Option have been issued, and all restrictions applicable
         to such Shares  have  lapsed.  Neither  the Option nor any  interest or
         right therein shall be liable for the debts,  contracts or  engagements
         of Participant or his or her successors in interest or shall be subject
         to  disposition   by  transfer,   alienation,   anticipation,   pledge,
         encumbrance,  assignment or any other means whether such disposition be
         voluntary or  involuntary  or by  operation  of law by judgment,  levy,
         attachment,  garnishment  or any other legal or  equitable  proceedings
         (including bankruptcy),  and any attempted disposition thereof shall be
         null  and  void  and of no  effect,  except  to the  extent  that  such
         disposition is permitted by the preceding sentence.

                  (b)  Notwithstanding  any other  provision in this  Agreement,
         with the consent of the  Administrator  and to the extent the Option is
         not intended to qualify as an Incentive Stock Option, the Option may be
         transferred  to one or  more  members  of the  Participant's  immediate
         family,  to  trusts  for the  benefit  of such  family  members,  or to
         partnerships in which such family members are the only partners,  or to
         limited  liability  companies in which such family members are the only
         members  (each a "Permitted  Transferee"),  provided that the Permitted
         Transferee agrees in writing with the Company to be bound by all of the
         terms and conditions of the Plan and this Option Agreement.

                  (c) Unless transferred to a Permitted Transferee in accordance
         with  Section  5.2(b),  during the  lifetime of  Participant,  only the
         Participant may exercise the Option or any portion thereof.  Subject to
         such  conditions and  procedures as the  Administrator  may require,  a
         Permitted  Transferee  may exercise  the Option or any portion  thereof
         during  Participant's  lifetime.  After the death of  Participant,  any
         exercisable  portion  of the  Option  may,  prior to the time  when the
         Option  becomes  unexercisable  under  Section  3.3,  be  exercised  by
         Participant's personal  representative or by any person empowered to do
         so under the deceased  Participant's  will or under the then applicable
         laws of descent and distribution.

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<PAGE>

         5.3 RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

                  (a) The  share  certificate  or  certificates  evidencing  the
         Shares purchased  hereunder shall be endorsed with any legends that may
         be required by state or federal securities laws.

                  (b)  Participant  agrees that,  in order to ensure  compliance
         with the  restrictions  referred  to  herein,  the  Company  may  issue
         appropriate "stop transfer" instructions to its transfer agent, if any,
         and that,  if the Company  transfers  its own  securities,  it may make
         appropriate notations to the same effect in its own records.

                  (c)  Company  shall not be  required:  (i) to  transfer on its
         books  any  Shares  that have been  sold or  otherwise  transferred  in
         violation of any of the provisions of this Agreement,  or (ii) to treat
         as owner of such Shares or to accord the right to vote or pay dividends
         to any  purchaser  or other  transferee  to whom such Shares shall have
         been so transferred.

         5.4 SHARES TO BE  RESERVED.  The Company  shall at all times during the
term of the Option  reserve and keep  available such number of Shares as will be
sufficient to satisfy the requirements of this Agreement.

         5.5 NOTICES.  Any notice to be given under the terms of this  Agreement
to the Company shall be addressed to the Company in care of the Secretary of the
Company at the address given  beneath the signature of the Company's  authorized
officer on the Grant Notice,  and any notice to be given to Participant shall be
addressed to Participant at the address given beneath Participant's signature on
the Grant Notice.  By a notice given pursuant to this Section 5.5,  either party
may  hereafter  designate  a  different  address for notices to be given to that
party.

         5.6 TITLES. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.

         5.7  STOCKHOLDER  APPROVAL.  The Plan will be submitted for approval by
the  Company's  stockholders  within  twelve  months after the date the Plan was
initially adopted by the Board. The Option may not be exercised to any extent by
anyone prior to the time when the Plan is approved by the  stockholders,  and if
such approval has not been obtained by the end of said twelve month period,  the
Option shall thereupon be canceled and become null and void.

         5.8 GOVERNING LAW; SEVERABILITY.  This Agreement shall be administered,
interpreted  and enforced under the laws of the State of Nevada,  without regard
to the  conflicts  of law  principles  thereof.  Should  any  provision  of this
Agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.

         5.9 CONFORMITY TO SECURITIES LAWS.  Participant  acknowledges  that the
Plan is intended to conform to the extent  necessary  with all provisions of the
Securities  Act and the  Exchange  Act and  any and all  regulations  and  rules
promulgated  by the  Securities and Exchange  Commission  thereunder,  and state
securities  laws  and  regulations.   Notwithstanding  anything  herein  to  the
contrary,  the Plan shall be administered,  and the Option is granted and may be
exercised,  only  in  such a  manner  as to  conform  to such  laws,  rules  and

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<PAGE>

regulations.  To the  extent  permitted  by  applicable  law,  the Plan and this
Agreement  shall be deemed  amended to the extent  necessary  to conform to such
laws, rules and regulations.

         5.10  AMENDMENTS.  This  Agreement  may  not be  modified,  amended  or
terminated  except by an instrument in writing,  signed by  Participant  or such
other person as may be permitted to exercise the Option  pursuant to Section 4.1
and by a duly authorized representative of the Company.

         5.11  SUCCESSORS AND ASSIGNS.  The Company may assign any of its rights
under this Agreement to single or multiple  assignees,  and this Agreement shall
inure to the benefit of the  successors  and assigns of the Company.  Subject to
the  restrictions  on transfer  herein set forth in Section 5.2, this  Agreement
shall  be  binding   upon   Participant   and  his  or  her  heirs,   executors,
administrators, successors and assigns.

         5.12  NOTIFICATION OF  DISPOSITION.  If this Option is designated as an
Incentive Stock Option,  Participant  shall give prompt notice to the Company of
any disposition or other transfer of any Shares acquired under this Agreement if
such  disposition  or  transfer is made (a) within two years from the Grant Date
with  respect to such  Shares or (b) within one year after the  transfer of such
Shares to him. Such notice shall specify the date of such  disposition  or other
transfer  and the  amount  realized,  in cash,  other  property,  assumption  of
indebtedness or other consideration, by Participant in such disposition or other
transfer.

         5.13 LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.  Notwithstanding any
other  provision of the Plan or this  Agreement,  if  Participant  is subject to
Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act  (including  any amendment to Rule 16b-3 of
the Exchange Act) that are  requirements  for the  application of such exemptive
rule. To the extent  permitted by applicable law, this Agreement shall be deemed
amended to the extent necessary to conform to such applicable exemptive rule.

         5.14 CHANGE OF CONTROL. In the event of a Change of Control (as defined
in the  Plan),  the  Company,  the  Board,  or the  board  of  directors  of any
corporation assuming the obligations of the Company may, in its discretion, take
any one or more of the following actions:

                  (a) accelerate the vesting of all or part of the Option;

                  (b) provide that the Option shall be assumed, or an equivalent
         option shall be substituted, by the acquiring or succeeding corporation
         (or its Affiliate);

                  (c) upon written notice to the  Participant,  provide that any
         unexercised  portion of the Option will terminate  immediately prior to
         the  consummation  of the Change of Control,  unless  exercised  by the
         Participant  within  a  specified  period  following  the  date of such
         notice;

                  (d)  terminate the Option in exchange for a cash payment equal
         to the excess of the Fair  Market  Value of the  Shares  subject to the
         Option  (to the  extent  then  exercisable)  over  the  exercise  price
         thereof;

                  (e)  terminate  the  Option  in  exchange  for  the  right  to
         participate in any stock option or other  employee  benefit plan of any
         successor  corporation  (giving  proper  credit for the  portion of the

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         Option,  which has otherwise vested and become exercisable prior to any
         such Change of Control; or

                  (f) in the event of a merger under the terms of which  holders
         of Shares will  receive  upon  consummation  thereof a cash payment for
         each Share  surrendered  in the merger (the  "Merger  Price"),  make or
         provide for a cash payment to the  Participant  equal to the difference
         between (x) the Merger Price times the number of Shares  subject to the
         Option (to the extent then  exercisable  at prices not in excess of the
         Merger  Price) and (y) the  aggregate  exercise  price of the Option in
         exchange for the termination of the Option.

         5.15  ENTIRE  AGREEMENT.  The Plan and this  Agreement  (including  all
Exhibits hereto) constitute the entire agreement of the parties and supersede in
their  entirety  all  prior  undertakings  and  agreements  of the  Company  and
Participant with respect to the subject matter hereof.






























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                                    EXHIBIT B

                          To Stock Option Grant Notice
                             Form of Exercise Notice

         Effective   as  of  today,   _____________,   2008,   the   undersigned
("Participant")  hereby elects to exercise  Participant's option to purchase the
number of shares of common stock specified below (the "Shares") of Environmental
Service  Professionals,  Inc., a Nevada  corporation (the "Company"),  under and
pursuant  to the 2008 ESP Stock and  Incentive  Plan (the  "Plan") and the Stock
Option  Grant  Notice  and  Stock  Option  Agreement  dated  as of (the  "Option
Agreement").  Capitalized  terms used herein without  definition  shall have the
meanings  given  in the  Plan  and,  if not  defined  in the  Plan,  the  Option
Agreement.

Grant Date:
                                                              ------------------

Number of Shares as to which Option is Exercised:
                                                              ------------------

Exercise Price per Share:
                                                              ------------------

Total Exercise Price:
                                                              ------------------

Certificate to be issued in name of:
                                                              ------------------

Payment delivered:                                           $
                                                              ------------------
(Representing herewith:  the full exercise price for
the Shares, as well as any applicable withholding tax)

Form of Payment:
                                                              ------------------
                                                              (Please Specify)

Type of Option:  [ ] Incentive Stock Option      [  ] Non-Qualified Stock Option

         Participant  acknowledges  that  Participant  has  received,  read  and
understood the Plan and the Option Agreement. Participant agrees to abide by and
be bound by their terms and conditions. Participant understands that Participant
may suffer adverse tax  consequences  as a result of  Participant's  purchase or
disposition of the Shares. Participant represents that Participant has consulted
with any tax  consultants  Participant  deems  advisable in connection  with the
purchase or disposition of the Shares and that Participant is not relying on the
Company  for any tax  advice.  The Plan and Option  Agreement  are  incorporated
herein  by  reference.  This  Agreement,  the  Plan  and  the  Option  Agreement
constitute  the entire  agreement of the parties and supersede in their entirety
all prior  undertakings  and  agreements  of the  Company and  Participant  with
respect to the subject matter hereof.

Participant                        Accepted by
                                   Environmental Service Professionals, Inc.

Sign:  __________________________  By:  _____________________________
Print: __________________________  Name/Title: