EXHIBIT 10.4
                     ASSET PURCHASE AGREEMENT WITH NPS, INC.


<PAGE>
EHXIBIT 10.4
                            STOCK PURCHASE AGREEMENT


         This Stock  Purchase  Agreement (the  "Agreement")  is made and entered
into as of the 1st day of  December  2006  by and  among  National  Professional
Services Inc., a Delaware corporation ("NPS"),  Richard LaPierre,  an individual
and  shareholder  of  NPS   ("LaPierre"),   Dennis  Ragain,  an  individual  and
shareholder of NPS ("Ragain"),  Gerry Beaumont, an individual and shareholder of
NPS ("Beaumont"),  Gene Taylor, an individual and shareholder of NPS ("Taylor"),
Bradley Siler, an individual and shareholder of NPS ("Siler"), Jay R. Goldstein,
an individual and shareholder of NPS ("Goldstein") (LaPierre,  Ragain, Beaumont,
Taylor,  Siler, and Goldstein  collectively,  the "Seller"),  and  Environmental
Service  Professionals,  Inc., a Nevada  corporation (the "Buyer" or "Company"),
with respect to the following facts:


                                 R E C I T A L S

         A.       Seller owns 100% of the total issued and  outstanding  capital
                  stock of NPS.

         B.       NPS is engaged in the business of developing,  marketing,  and
                  selling a Web based  moisture  management  report  system (the
                  "Business").

         C.       The  Company   desires  to  acquire  from  LaPierre,   Ragain,
                  Beaumont,  Taylor, Siler, and Goldstein and LaPierre,  Ragain,
                  Beaumont,  Taylor,  Siler, and Goldstein desire to sell to the
                  Company 100% of the total issued and outstanding  stock of NPS
                  in exchange  for  $175,000  in cash and 425,000  shares of the
                  Company's common stock (the "Shares"), 225,000 of which Shares
                  will be subject to a call option ("Call Option").

         NOW,  THEREFORE,  for good and valuable  consideration  the receipt and
sufficiency of which are hereby  acknowledged  by the parties to this Agreement,
and in light of the  above  recitals  to this  Agreement,  the  parties  to this
Agreement hereby agree as follows:


1.       SALE AND PURCHASE
         -----------------

         1.1 SALE AND PURCHASE OF STOCK. In consideration for the Purchase Price
(as defined in Section 1.2 of this  Agreement)  and the other  covenants  of the
Company in this  Agreement,  LaPierre,  Ragain,  Beaumont,  Taylor,  Siler,  and
Goldstein  hereby agree to convey to the Company all of their capital stock (the
"NPS  Stock") and right,  title and  interest in and to NPS, on the Closing Date
(as defined in Section 5.1 of this Agreement).

         1.2 PURCHASE PRICE. As consideration for the sale by LaPierre,  Ragain,
Beaumont, Taylor, Siler, and Goldstein of the shares of NPS Stock to the Company
on the Closing Date (as defined in Section 5.1 of this  Agreement),  the Company
will pay to the Seller the following  (the  "Purchase  Price"):  (i) $175,000 in
cash (the "Cash  Payment")  (ii) 425,000  shares (the "Shares") of the Company's
common stock (the "Stock Payment"); provided however, that the Company will have
the right the  repurchase  all or any  portion  of  225,000  of the Shares for a
repurchase  price of $1.00 per Share at any time during the first twelve  months
following  the  Closing  Date  (the  "Call  Option"),   and  (iii)  a  36  month
non-exclusive   license  to  Healthy  World   Environmental,   Inc.,  an  Oregon
corporation  owned by Ragain,  and Bio Science Services West, a company owned by

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Ragain,  to teach the Certified Mold  Professional  program.  Unless  registered
under the Securities Act of 1933, as amended,  prior to issuance to Seller,  the
Shares will bear the following legend:

          "THE SHARES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND MAY NOT BE SOLD,
          TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED
          UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

The Shares will also bear the following  legend  regarding  the  Company's  Call
Option:

          "THE SHARES  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF
          A CALL OPTION WHICH EXPIRES ON TWELVE MONTHS AFTER THE CLOSING 2007."

2.       NON-COMPETE.
         -----------

         As an inducement to Buyer to enter into and to perform its  obligations
under this Agreement,  LaPierre,  Ragain,  and Beaumont covenant to enter into a
non-compete  agreement  with the Buyer on or before the Closing Date pursuant to
which LaPierre, Ragain, and Beaumont will agree that for a period of the shorter
of (i) five  years  from the  Closing  Date or (ii) 30  months  from the date of
termination of each respective  Consulting  Agreement referenced in Section 3 of
this Agreement, and in any event while LaPierre, Ragain, Beaumont are employees,
officers,  directors, or consultants of the Buyer or any of its affiliates, they
will not directly or indirectly,  whether (a) as employees, agents, consultants,
employers,  principal, partners, officers or directors; (b) holders of more than
five percent of any class of equity  securities or more than five percent of the
aggregate  principal amount of any class of equity  securities or more than five
percent of the aggregate  principal  amount of any class of debt, notes or bonds
of a  company  with  publicly  traded  equity  securities;  or (c) in any  other
individual or representative  capacities whatsoever,  in each case for their own
account or the account of any other person or entity,  engage in any business or
trade  competing  with the then business or trade of the Buyer or its affiliates
in the United  States  (the  "Non-Compete  Agreement").  LaPierre,  Ragain,  and
Beaumont  acknowledge that the restrictions set forth in this Section 2 are fair
and reasonable with respect to their  duration,  scope and area. If, at the time
of enforcement of this Section 2, a court holds that the duration, scope or area
restrictions  stated herein are unreasonable under  circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under such
circumstances will be substituted for the stated duration, scope or area. In the
event of any  breach of any  provisions  of this  Section 2, Buyer will have the
right,  in  addition  to any other  rights and  remedies  existing  in its favor
hereunder,  to enforce its rights and the obligations of LaPierre,  Ragain,  and
Beaumont  under this  Section 2 not only by an action or actions for damages but
also by an action or actions for specific performance and/or injunctive or other
equitable relief in order to enforce or prevent any violations of the provisions
of this  Section  4. The  parties  agree  that the sum of ten  thousand  dollars
($10,000)  of the cash  portion of the  Purchase  Price will be allocated to the
covenant not to compete set forth in Section 2 of this Agreement.

3.       CONSULTING AGREEMENTS.
         ---------------------

         3.1.  LAPIERRE  AND RAGAIN.  On the Closing Date (as defined in Section
5.1 of this Agreement),  the Company will enter into a consulting agreement with
each of LaPierre and Ragain  pursuant to which LaPierre and Ragain will promote,
market, and lobby the Company's training program and on-line inspection software
system in  consideration  for which LaPierre and Ragain will each receive 10% of

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the gross receipts  earned by the Company from such training  program and 10% of
the gross  receipts  earned by the Company  from fees  generated by such on-line
inspection  software  system,   respectively.   Notwithstanding  the  foregoing,
LaPierre and Ragain agree to provide the following services to the Company on an
exclusive basis, free of charge: (i) transition  services for a period of thirty
(30) days from the Closing Date, and (ii) introductions to all relevant contacts
related to the continued marketing,  development, and lobbying of the NPS assets
for a period of ninety (90) days after the Closing Date.

         3.2 BEAUMONT.  On the Closing Date, the Company and Beaumont will enter
into a consulting  agreement  pursuant to which Beaumont will receive $2,000 per
month for a period of twelve months from the Closing Date in  consideration  for
providing the Company with five (5) days per month of technical  support for the
NPS on-line software system.  Notwithstanding the foregoing,  Beaumont agrees to
provide  introductions  to the Company free of charge to all  relevant  contacts
related to the continued marketing,  development, and lobbying of the NPS assets
for a period of  ninety  (90) days from the date  first  above  written  on this
Agreement.

4.       FORMATION OF NATIONAL ASSOCIATION OF MOISTURE MANAGEMENT PROFESSIONALS.
         ----------------------------------------------------------------------

         After the Closing, the Company agrees to spend up to $50,000 and to use
its best  efforts  to form  the  National  Association  of  Moisture  Management
Professionals  ("NAMMP").  The  Company  agrees to name  Beaumont a Director  of
Education  for NAMMP.  The Company will retain the right to appoint up to 60% of
the governing members of NAMMP and will draft the NAMMP's controlling documents.

5.       CLOSING AND FURTHER ACTS.
         ------------------------

         5.1 TIME AND  PLACE OF  CLOSING.  Upon  satisfaction  or  waiver of the
conditions  set  forth  in  Section  8 of this  Agreement,  the  closing  of the
transactions  contemplated  by this Agreement (the "Closing") will take place at
1111 E. Tahquitz Canyon Way, Palm Springs, California 92262 at 11:00 a.m. (local
time) on the date that the parties  may  mutually  agree in  writing,  but in no
event later than  January  25, 2007 (the  "Closing  Date"),  unless  extended by
mutual written agreement of the parties.

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

                  (a) Buyer will pay to Seller the  Purchase  Price as described
         in Section 1.2 of this  Agreement  by  delivery of (i) the  appropriate
         cash or cash  equivalent,  which will be deposited in a single  account
         designated  by NPS in a writing  delivered  to the  Buyer  prior to the
         Closing,  and NPS will be solely responsible for disbursing said monies
         among the appropriate parties,  and (ii) stock certificates  evidencing
         the Stock Payment.

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

                  (c) NPS will deliver to Buyer copies of necessary  resolutions
         of the Board of Directors of NPS authorizing  the execution,  delivery,
         and performance of this Agreement and the other agreements contemplated
         by  this  Agreement  for  NPS'  execution,   and  consummation  of  the
         transactions  contemplated by this Agreement,  which  resolutions  have
         been  certified  by an officer of NPS as being  valid and in full force
         and effect.

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                  (d)  Buyer  will   deliver  to  Seller   copies  of  corporate
         resolutions  of  the  Board  of  Directors  of  Buyer  authorizing  the
         execution,  delivery and  performance  of this  Agreement and the other
         agreements  contemplated  by this Agreement for Buyer's  execution,  if
         any,  and  consummation  of  the  transactions   contemplated  by  this
         Agreement, which resolutions have been certified by an officer of Buyer
         as being valid and in full force and effect.

                  (e) Each of NPS and the  Company  will  deliver  to the  other
         party  true  and  complete  copies  of  each  party's   Certificate  of
         Incorporation  and a Certificate of Good Standing from the  appropriate
         official  of  each  party's   jurisdiction  of   incorporation,   which
         certificates  and certificates of good standing are dated not more than
         30 days prior to the Closing Date.

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

         5.3      CONDUCT OF BUSINESS  PRIOR TO CLOSING.  After the execution of
this Agreement by the Buyer and until the Closing, NPS will:

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

                  (b) consistent with the ordinary course of business,  maintain
         all of the assets of NPS in their current condition,  ordinary wear and
         tear excepted,  and insurance on all of said assets in such amounts and
         of  such  kinds  comparable  to  that  in  effect  on the  date of this
         Agreement; and

                  (c) maintain the books, accounts and records of NPS using NPS'
         normal business practices  consistently applied,  including recognition
         of revenues and expenses,  continue to collect accounts  receivable and
         pay  accounts   payable   utilizing   normal   procedures  and  without
         discontinuing or accelerating  payment of such accounts and comply with
         all contractual and other obligations applicable to the NPS; and

                  (d) not make any change to, or otherwise amend in any way, the
         contracts with, salaries,  wages or other compensation of, any officer,
         director,  agent or other similar  representative of NPS (including any
         increase  in any  benefits  or benefit  plan costs or any change in any
         bonus, insurance, pension, compensation or other benefit plan); and

                  (e) not hire any officer,  director,  employee, agent or other
         similar  representative  of NPS  except  employees  hired in the normal
         course of business; and

                  (f) not incur any  indebtedness  for borrowed  money except in
         the  ordinary  course of  business,  and not  pledge or grant  liens or
         security interests in any of the NPS' Assets; and

                  (g) not sell,  transfer  or dispose  of any assets  except for
         sales in the ordinary course of business; and

                  (h)  not   distribute   any  assets  of  NPS  to  any  of  its
         shareholders or other affiliates of the NPS, or to any other party.

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         5.4 NO  SOLICITATION  AND DUE  DILIGENCE.  NPS will  not,  nor will NPS
encourage, facilitate, solicit, or authorize any of its shareholders, directors,
officers,  employees,  agents or  representatives  to  solicit or enter into any
discussion  (or continue any  discussion)  with any third party  (including  the
provision of any  information to a third party),  or enter into any agreement or
understanding  of any kind  regarding the  purchase,  sale,  lease,  assignment,
conveyance  or other  disposition  or  acquisition  of all or any portion of its
assets,  the Business or any capital stock of NPS, for the period  commencing on
the date first above written and extending until December 31, 2006.  During this
period and until the Closing or  termination of this  Agreement,  NPS will fully
cooperate  with the  Buyer,  and it  representatives  to enable  them to conduct
complete  due  diligence  of NPS,  the  Business,  and the  books,  records  and
documents relating to NPS and the Business.

         5.5 DUE  DILIGENCE  BY BUYER.  Until the  Closing,  NPS and Seller will
fully cooperate with reasonable  requests made by Buyer, and its representatives
to enable them to conduct due diligence of NPS.

6.       REPRESENTATIONS AND WARRANTIES OF NPS AND SELLER.
         ------------------------------------------------

         NPS and Seller represent and warrant to Buyer as follows:

         6.1 POWER AND AUTHORITY;  BINDING  NATURE OF AGREEMENT.  NPS and Seller
have full power and authority to enter into this  Agreement and to perform their
obligations  hereunder.  The  execution,   delivery,  and  performance  of  this
Agreement by NPS has been duly  authorized by all necessary  action on its part.
Assuming  that this  Agreement is a valid and binding  obligation of each of the
other parties  hereto,  this Agreement is a valid and binding  obligation of NPS
and Seller.  LaPierre  and Ragain hereby specifically represent and warrant that
they have and each of them has a binding,  valid and fully  enforceable  special
power of attorney  coupled with an interest  from  Beaumont,  Taylor,  Siler and
Goldstein  (collectively,  the "Special  Sellers") to execute this Agreement and
all related  documents,  and to take all  appropriate  action,  on behalf of the
Special   Sellers  and  each  of  them  to  implement  all  of  the  transaction
contemplated by this Agreement.

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

         6.3 GOOD STANDING.  NPS (i) is duly organized,  validly existing and in
good standing under the laws of the  jurisdiction  in which it is  incorporated,
(ii) has all necessary  power and authority to own its assets and to conduct its
business as it is  currently  being  conducted,  and (iii) is duly  qualified or
licensed to do business  and is in good  standing  in every  jurisdiction  (both
domestic and foreign) where such qualification or licensing is required.

         6.4 CHARTER DOCUMENTS AND CORPORATE RECORDS. NPS has delivered to Buyer
complete and correct copies or provided Buyer with the right to inspect true and
complete  copies of all (i) the  articles  of  incorporation,  bylaws  and other
charter or organizational  documents of NPS,  including all amendments  thereto,
(ii) the stock  records of NPS,  and (iii) the minutes and other  records of the
meetings and other  proceedings of the shareholders and directors of NPS. NPS is
not in  violation  or breach of (i) any of the  provisions  of its  articles  of
incorporation,  bylaws or other charter or organizational documents, or (ii) any
resolution adopted by its shareholders or directors. There have been no meetings
or other  proceedings of the shareholders or directors of NPS that are not fully
reflected in the appropriate minute books or other written records of NPS.

                                      -5-
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         6.5  FINANCIAL  STATEMENTS.  NPS has  delivered to Buyer the  following
financial  statements  relating to NPS prior to the Closing (the "NPS  Financial
Statements"):  (i) the unaudited assets of NPS as of September 30, 2006 and (ii)
the  unaudited  statements  of income for the years ended  December 31, 2004 and
2005 and the nine months  ended  September  30, 2006 and the  unaudited  balance
sheet,  statements of retained earnings and  shareholders'  equity for the month
ended September 30, 2006. Except as stated therein or in the notes thereto,  the
NPS Financial Statements: (a) present fairly the financial position of NPS as of
the  respective  dates  thereof  and the  results of  operations  and changes in
financial  position of NPS for the respective  periods covered thereby;  and (b)
have been prepared in accordance with NPS' normal business  practices applied on
a consistent  basis  throughout  the periods  covered.  Buyer  understands  that
pursuant to Section 8.1(e) of this Agreement,  the NPS Financial Statements will
be audited, prepared in accordance with GAAP and delivered to the Buyer prior to
the Closing at the expense of NPS.

         6.6  CAPITALIZATION.  The  authorized  capital stock of NPS consists of
1,500 shares of common stock,  no par value per share, of which 1,500 shares are
issued and outstanding, and no shares of preferred stock. All of the outstanding
shares  of  the  capital  stock  of NPS  are  validly  issued,  fully  paid  and
nonassessable,  and have been  issued  in full  compliance  with all  applicable
federal, state, local and foreign securities laws and other laws.

         6.7 ABSENCE OF CHANGES.  Except as otherwise  set forth on Schedule 6.7
hereto or otherwise  disclosed to Buyer in writing  prior to the Closing,  since
September 30, 2006:

                  (a)  There  has not been any  material  adverse  change in the
         business,  condition,  assets,  operations  or  prospects of NPS and no
         event has  occurred or, to NPS'  knowledge,  is expected to occur after
         the Closing that might have a material  adverse effect on the business,
         condition, assets, operations or prospects of NPS.

                  (b) NPS has not (i)  declared,  set aside or paid any dividend
         or made any other  contribution  in  respect  of any  shares of capital
         stock,  nor (ii)  repurchased,  redeemed or  otherwise  reacquired  any
         shares of capital stock or other securities.

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

                  (d) NPS has not amended its articles of incorporation,  bylaws
         or other charter or  organizational  documents,  nor has it effected or
         been a  party  to any  merger,  recapitalization,  reclassification  of
         shares,  stock split,  reverse stock split,  reorganization  or similar
         transaction.

                  (e) NPS has not formed any subsidiary or contributed any funds
         or other assets to any subsidiary.

                  (f) NPS has not  purchased or  otherwise  acquired any assets,
         nor has it  leased  any  assets  from any other  person,  except in the
         ordinary course of business consistent with past practice.

                  (g) NPS has not  made  any  capital  expenditure  outside  the
         ordinary course of business or inconsistent  with past practice,  or in
         an amount exceeding ten thousand dollars  ($10,000) singly or in excess
         of fifty thousand dollars  ($50,000) in the aggregate,  without Buyer's
         consent.

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<PAGE>

                  (h) NPS has not sold or  otherwise  transferred  any assets to
         any other person,  except in the ordinary course of business consistent
         with past practice and at a price equal to the fair market value of the
         assets transferred.

                  (i) There has not been any loss,  damage or destruction to any
         of  the  properties  or  assets  of NPS  (whether  or  not  covered  by
         insurance).

                  (j) NPS has not written off as uncollectible  any indebtedness
         or  accounts  receivable,  except  for write offs that were made in the
         ordinary  course of business  consistent  with past  practice  and that
         involved  less  than  $10,000  singly  and  less  than  $50,000  in the
         aggregate.

                  (k) NPS has not leased any assets to any other  person  except
         in the ordinary course of business consistent with past practice and at
         a rental rate equal to the fair rental value of the leased assets.

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

                  (m) NPS has not entered  into any  contract,  or incurred  any
         debt,  liability  or  other  obligation  (whether  absolute,   accrued,
         contingent or  otherwise),  except for (i) contracts  that were entered
         into in the ordinary  course of business  consistent with past practice
         and that have  terms of less  than six  months  and do not  contemplate
         payments by or to NPS which will exceed, over the term of the contract,
         ten  thousand  dollars  ($10,000)  in the  aggregate,  and (ii) current
         liabilities incurred in the ordinary course of business consistent with
         the past practice.

                  (n) NPS has not made any loan or advance to any other  person,
         except for  advances  that have been made to  customers in the ordinary
         course of business  consistent  with past  practice  and that have been
         properly reflected as "accounts receivables."

                  (o) Other  than  annual  raises or  bonuses  paid or  provided
         consistent with past business practices, NPS has not paid any bonus to,
         or  increased  the  amount  of the  salary,  fringe  benefits  or other
         compensation or remuneration payable to, any of the directors, officers
         or employees of NPS.

                  (p) No contract or other  instrument  to which NPS is or was a
         party or by which NPS or any of its  assets  are or were bound has been
         amended  or  terminated,  except in the  ordinary  course  of  business
         consistent with past practice.

                  (q) NPS has not  discharged any lien or discharged or paid any
         indebtedness,   liability  or  other  obligation,  except  for  current
         liabilities  that (i) are reflected in the NPS Financial  Statements as
         of September 30, 2006 or have been incurred since September 30, 2006 in
         the ordinary course of business consistent with past practice, and (ii)
         have  been  discharged  or  paid in the  ordinary  course  of  business
         consistent with past practice.

                  (r) NPS has not  forgiven  any debt or  otherwise  released or
         waived any right or claim,  except in the  ordinary  course of business
         consistent with past practice.

                                      -7-
<PAGE>

                  (s) NPS has not  changed  its  methods  of  accounting  or its
         accounting practices in any respect.

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

                  (u) NPS has not agreed or committed  (orally or in writing) to
         do any of the things  described  in  clauses  (b)  through  (t) of this
         Section 6.7.

         6.8 ABSENCE OF UNDISCLOSED  LIABILITIES.  NPS has no debt, liability or
other  obligation  of any  nature  (whether  due or to  become  due and  whether
absolute,  accrued,  contingent or otherwise)  that is not reflected or reserved
against in the NPS Financial  Statements  as of September  30, 2006,  except for
obligations  incurred since  September 30, 2006 in the ordinary and usual course
of business consistent with past practice.

         6.9      CONTRACTS.

                  (a) NPS has  delivered to Buyer a complete  and accurate  list
         and provided  Buyer with true and complete  copies of all  contracts or
         agreements  of NPS which are (i)  material to the Business as currently
         conducted;  (ii) are subject to default or termination upon a change in
         control of NPS;  (iii)  create a  partnership  or joint  venture;  (iv)
         impose a noncompetition  obligation on NPS, or an officer,  director or
         employee  thereof;  or (v) relating to the employment of any individual
         on a full-time,  part-time,  consulting,  or other basis (collectively,
         "Material Contracts").

                  (b) Each Material  Contract is in full force and effect and is
         valid and enforceable in accordance with its terms.

                  (c) No event has  occurred  or  circumstance  exists  that may
         contravene,  conflict  with or result in a  violation  or breach of, or
         give any party to a Material Contract the right to declare a default or
         exercise  any remedy  thereunder,  or to  accelerate  the  maturity  or
         performance  of,  or to  cancel,  terminate,  or  modify  any  Material
         Contract.

                  (d) Neither NPS nor any of its  affiliates  have  received any
         written notice regarding any actual,  alleged or potential violation or
         breach of, or default under,  any Material  Contract which has not been
         entirely cured.

         6.10 ACCOUNTS  RECEIVABLE.  Except as otherwise disclosed in writing to
Buyer prior to the Closing,  all of NPS'  accounts  receivable  represent  valid
obligations  arising from sales actually made or services actually  performed in
the ordinary  course of Business and have been  collected or are  collectible in
the lawful and ordinary course of business as heretofore  conducted,  subject to
the reserve for bad debt recorded on the NPS Financial Statements.

         6.11     NPS ASSETS.

                  (a) The  execution  and  delivery  of this  Agreement  and the
         consummation of the transactions contemplated hereby will not result in
         a breach of the terms and  conditions of, or result in a loss of rights
         under,  or result in the  creation of any lien,  charge or  encumbrance
         upon, any of the assets of the Business.

                                      -8-
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                  (b) NPS has good and  marketable  title to all of its  assets,
         free and  clear of all  mortgages,  liens,  leases,  pledges,  charges,
         encumbrances,  equities or claims,  except as  expressly  disclosed  in
         writing by Seller to Buyer prior to the Closing Date.

                  (c)  NPS  owns  all  copyrights,  trademarks,  and  tradenames
         related to the Business and the use of such copyrights, trademarks, and
         tradenames  has not and will not  infringe  on the  rights of any third
         party.

                  (d) NPS'  assets are not  subject to any  material  liability,
         absolute or contingent, which has not been disclosed by Seller to Buyer
         in  writing  prior  to the  Closing  Date  nor is  NPS  subject  to any
         liability,  absolute or contingent, which has not been disclosed to and
         acknowledged by Buyer in writing prior to the Closing Date.

                  (e)  Seller  has  provided  to Buyer in  writing  an  accurate
         description of all of the assets of NPS or used in the business of NPS.

                  (f)  Seller  has  provided  to Buyer in  writing a list of all
         contracts, agreements, licenses, leases, arrangements,  commitments and
         other  undertakings  to  which  NPS is a party  or by  which  it or its
         property is bound.  Except as  specified  by Seller to Buyer in writing
         prior to the Closing Date, all of such contracts,  agreements,  leases,
         licenses  and  commitments  are  valid,  binding  and in full force and
         effect.

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

         6.12  COMPLIANCE  WITH  LAWS;  LICENSES  AND  PERMITS.  NPS  is  not in
violation of, nor has it failed to conduct its business in full compliance with,
any  applicable  federal,  state,  local or foreign  laws,  regulations,  rules,
treaties,  rulings, orders,  directives or decrees. NPS has delivered to Buyer a
complete and accurate list and provided Buyer with the right to inspect true and
complete copies of all of the licenses,  permits,  authorizations and franchises
to which NPS is  subject  and all said  licenses,  permits,  authorizations  and
franchises  are valid and in full  force and  effect.  Said  licenses,  permits,
authorizations  and  franchises   constitute  all  of  the  licenses,   permits,
authorizations and franchises necessary to permit NPS to conduct its business in
the manner in which it is now being  conducted,  and NPS is not in  violation or
breach of any of the terms,  requirements or conditions of any of said licenses,
permits, authorizations or franchises.

         6.13  TAXES.  Except  as  disclosed  herein,  NPS  has  accurately  and
completely  filed with the  appropriate  United States state,  local and foreign
governmental  agencies all tax returns and reports required to be filed (subject
to permitted extensions applicable to such filings),  and has paid or accrued in
full all taxes, duties, charges,  withholding obligations and other governmental
liabilities as well as any interest, penalties,  assessments or deficiencies, if
any,  due to, or  claimed to be due by, any  governmental  authority  (including
taxes on properties,  income,  franchises,  licenses, sales and payrolls).  (All
such items are  collectively  referred to herein as "Taxes").  The NPS Financial
Statements  fully accrue or reserve all current and deferred taxes. NPS is not a
party to any pending action or proceeding,  nor is any such action or proceeding
threatened by any  governmental  authority  for the  assessment or collection of
Taxes.  No  liability  for taxes has been  incurred  other than in the  ordinary
course of  business.  There are no liens for Taxes except for liens for property

                                      -9-
<PAGE>

taxes not yet delinquent. NPS is not a party to any Tax sharing, Tax allocation,
Tax indemnity or statute of limitations extension or waiver agreement and in the
past year has not been included on any  consolidated  combined or unitary return
with any entity other than NPS. NPS has duly  withheld from each payment made to
each  person  from whom such  withholding  is  required by law the amount of all
Taxes or other sums  (including  but not limited to United States federal income
taxes,  any  applicable   state  or  municipal   income  tax,   disability  tax,
unemployment  insurance  contribution  and Federal  Insurance  Contribution  Act
taxes) required to be withheld therefrom and has paid the same to the proper tax
authorities  prior to the due date thereof.  To the extent any Taxes withheld by
NPS have not been paid as of the Closing  Date  because  such Taxes were not yet
due, such Taxes will be paid to the proper tax  authorities  in a timely manner.
All Tax returns  filed by the NPS are accurate and comply with and were prepared
in accordance with applicable statutes and regulations.

         6.14 ENVIRONMENTAL  COMPLIANCE MATTERS. To the best of the knowledge of
NPS, without conducting any study or independent  investigation,  NPS has at all
relevant times with respect to the Business been in material compliance with all
environmental laws, and has received no potentially responsible party notices or
similar notices from any  governmental  agencies or private  parties  concerning
releases or  threatened  releases of any  "hazardous  substance" as that term is
defined under 42 U.S.C. 960(1)(14).

         6.15  COMPENSATION.  Since  September  30,  2006,  NPS has not  paid or
committed to pay to or for the benefit of any of its  officers or directors  any
compensation  of any kind other than wages,  salaries  and benefits at times and
rates in effect on September  30, 2006,  subject to wage  increases of less than
ten percent paid or payable to employees other than officers and directors,  nor
have they  effected  or agreed to effect  any  amendment  or  supplement  to any
employee  profit  sharing,  stock  option,  stock  purchase,   pension,   bonus,
incentive,   retirement,   medical  reimbursement,   life  insurance,   deferred
compensation  or any other employee  benefit plan or  arrangement.  NPS does not
have any bonus  plan or  obligations  with  respect to any bonus  plan.  NPS has
provided  Buyer  with a full  and  complete  list  of all  officers,  directors,
employees and consultants of NPS as of the date hereof,  specifying  their names
and job  designations,  their dates of hire, the total amount paid or payable as
wages,  salaries  or other forms of direct  compensation,  and the basis of such
compensation, whether fixed or commission or a combination thereof.

         6.16     NO DEFAULT.

                  (a) Each of the contracts,  agreements or other instruments of
         NPS and each of the standard Customer Agreements or contracts of NPS is
         a legal, binding and enforceable  obligation by or against NPS, subject
         to the effect of  applicable  bankruptcy,  insolvency,  reorganization,
         moratorium or other similar  federal or state laws affecting the rights
         of creditors and the effect or  availability  of rules of law governing
         specific  performance,  injunctive  relief or other equitable  remedies
         (regardless of whether any such remedy is considered in a proceeding at
         law or in equity).  No party with whom NPS has an agreement or contract
         is in  default  thereunder  or has  breached  any  terms or  provisions
         thereof which is material to the conduct of NPS' business.

                  (b) NPS has performed,  or is now performing,  the obligations
         of, and NPS is not in  material  default (or would by the lapse of time
         and/or the giving of notice be in material  default) in respect of, any
         contract,  agreement  or  commitment  binding  upon it or its assets or
         properties and material to the conduct of its Business.  No third party
         has raised any claim, dispute or controversy with respect to any of the
         executory  contracts of NPS, nor has NPS received  notice of warning of
         alleged nonperformance, delay in delivery or other noncompliance by NPS

                                      -10-
<PAGE>

         with respect to its obligations  under any of those contracts,  nor are
         there any facts which exist  indicating that any of those contracts may
         be totally or partially  terminated  or suspended by the other  parties
         thereto.

         6.17  BUSINESS AND  CUSTOMERS.  NPS has  provided  Buyer a complete and
accurate  list and  provided  Buyer with the right to inspect  true and complete
copies of (a) a written list of all its  customers as of the Closing  Date,  (b)
the amount  for which  each such  customer  was  invoiced  during the nine month
period  ending  September  30,  2006,  and (c) the  expiration  date of the NPS'
contracts  with  such  customers.  Except  as  otherwise  disclosed  to Buyer in
writing,  NPS has  received  no notice and,  has no reason to believe,  that any
significant  customer of NPS (i) has ceased, or will cease, to use the products,
goods, or services of NPS, (ii) has substantially reduced, or will substantially
reduce,  the use of products,  goods, or services of NPS or (iii) has sought, or
is seeking, to reduce the price it will pay for products,  goods, or services of
NPS,  including  in  each  case  after  the  consummation  of  the  transactions
contemplated  hereby. No customer of NPS described in clause (a) of this section
has otherwise  threatened to take any action described in the preceding sentence
as a  result  of the  consummation  of the  transactions  contemplated  by  this
Agreement.

         6.18  SUPPLIERS.  NPS has  provided  Buyer  with  (a) the  names of all
suppliers from which NPS ordered  inventories  and other  products,  goods,  and
services with an aggregate  purchase  price for each such supplier of $10,000 or
more during the nine month  period ended  September  30, 2006 and (b) the amount
for which each such  supplier  invoiced  NPS  during  such  period.  NPS has not
received any notice from any such supplier indicating that there is or will be a
material  change in the price of such  items or  services,  and has no reason to
believe that there will be any such  material  change in the price of such items
or  services,  or that any such  supplier  (other than Buyer) will not sell such
items to NPS at any time after the Closing Date on terms and conditions  similar
to those used in its  current  sales to NPS,  subject to general  and  customary
price  increases.  No  supplier  to NPS  described  in  clause  (a) of the first
sentence of this section has otherwise  threatened to take any action  described
in the preceding  sentence as a result of the  consummation of the  transactions
contemplated by this Agreement.

         6.19 PRODUCT  WARRANTIES.  Except as otherwise  disclosed in writing to
Buyer prior to the Closing and for warranties  under  applicable  law, (a) there
are no  warranties,  express or implied,  written or oral,  with  respect to the
products of NPS, (b) there are no pending or  threatened  claims with respect to
any such warranty, and (c) NPS has no, and after the Closing Date, will have no,
liability with respect to any such warranty, whether known or unknown, absolute,
accrued,  contingent,  or otherwise and whether due or to become due, other than
customary  returns in the ordinary  course of business  that are fully  reserved
against in the NPS Financial Statements.

         6.20     PROPRIETARY RIGHTS.

                  (a) NPS has provided  Buyer in writing a complete and accurate
         list and  provided  Buyer with the right to inspect  true and  complete
         copies  of  all  software,   patents  and   applications  for  patents,
         trademarks,   trade  names,   service  marks,   and   copyrights,   and
         applications  therefore,  owned  or used by NPS or in  which it has any
         rights or  licenses,  except  for  software  used by NPS and  generally
         available  on the  commercial  market.  NPS has  provided  Buyer with a
         complete and accurate  description  of all agreements or provided Buyer
         with the right to inspect true and complete copies of all agreements of
         NPS with each officer, employee or consultant of NPS providing NPS with
         title and ownership to patents, patent applications,  trade secrets and
         inventions developed or used by NPS in its business. To NPS' knowledge,
         all of such  agreements  are valid,  enforceable  and legally  binding,

                                      -11-
<PAGE>

         subject  to the  effect  or  availability  of  rules  of law  governing
         specific  performance,  injunctive  relief or other equitable  remedies
         (regardless of whether any such remedy is considered in a proceeding at
         law or in equity).

                  (b) NPS owns or possesses  licenses or other rights to use all
         computer software,  software programs,  patents,  patent  applications,
         trademarks, trademark applications, trade secrets, service marks, trade
         names,  copyrights,  inventions,  drawings,  designs,  customer  lists,
         propriety know-how or information, or other rights with respect thereto
         (collectively  referred  to  as  "Proprietary  Rights"),  used  in  the
         business of NPS, and the same are  sufficient  to conduct NPS' business
         as it has been and is now being conducted.

                  (c) To NPS'  knowledge,  the operations of NPS do not conflict
          with or infringe,  and no one has asserted to NPS that such operations
          conflict with or infringe on any Proprietary  Rights owned,  possessed
          or used by any third party.  There are no claims,  disputes,  actions,
          proceedings,  suits or appeals pending against NPS with respect to any
          Proprietary Rights, and to the knowledge of the management of NPS none
          has  been  threatened  against  NPS.  To  the  best  knowledge  of the
          management  of NPS  there are no facts or  alleged  fact  which  would
          reasonably  serve as a basis for any claim  that NPS does not have the
          right to use, free of any rights or claims of others,  all Proprietary
          Rights in the development, manufacture, use, sale or other disposition
          of any or all products or services presently being used,  furnished or
          sold in the  conduct of the  business of NPS as it has been and is now
          being conducted.

                  (d) To NPS'  knowledge,  no employee of NPS is in violation of
         any  term  of any  employment  contract,  proprietary  information  and
         inventions agreement,  non-competition agreement, or any other contract
         or agreement relating to the relationship of any such employee with NPS
         or any previous employer.

         6.21  INSURANCE.  NPS has  provided  Buyer with a complete and accurate
list of all policies of insurance  and provided  Buyer with the right to inspect
true and complete copies of all policies of insurance to which NPS is a party or
is a beneficiary  or named insured as of the Closing Date. NPS has in full force
and effect,  with all premiums due thereon  paid,  the policies of insurance set
forth  therein.  All the insurable  properties of NPS are insured in amounts and
coverage and against  risks and losses  which are  adequate and usually  insured
against  by  persons  holding  or  operating   similar   properties  in  similar
businesses.  There were no claims in excess of  $10,000  asserted  or  currently
outstanding  under any of the insurance  policies of NPS in respect of all motor
vehicle,  general liability,  errors and omissions,  workers  compensation,  and
medical  claims during the calendar year ending on December 31, 2005 or the nine
months ending September 30, 2006.

         6.22 LABOR  RELATIONS.  None of the employees of NPS are represented by
any  union or are  parties  to any  collective  bargaining  arrangement,  and no
attempts are being made to organize or unionize any of NPS' employees. Except as
disclosed  in  writing to Buyer  prior to the  Closing,  there is not  presently
pending or  existing,  and there is not  presently  threatened,  any (a) strike,
slowdown, picketing, work stoppage or employee grievance process, or (b) action,
arbitration, audit, hearing, investigation,  litigation, or suit (whether civil,
criminal,  administrative,  investigative, or informal) against or affecting NPS
relating to the alleged violation of any legal  requirement  pertaining to labor
relations or employment  matters.  NPS is in compliance with all applicable laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment,  wages and hours,  occupational safety and health and is not engaged
in any unfair labor practices.  NPS is in compliance with the Immigration Reform
and Control Act of 1986.

                                      -12-
<PAGE>

         6.23  EMPLOYEE  BENEFITS.  NPS has  provided  Buyer with a complete and
accurate list of all employee  payroll and benefit plans of the NPS and provided
Buyer with the right to inspect true and complete copies of all employee payroll
and benefit plans of NPS (i) currently in effect, and (ii) with respect to which
NPS may have any liability or obligation  (the "Employee  Plans").  NPS has made
available  to  Buyer a copy of each  Employee  Plan,  including  any  amendments
thereto and all related trust  agreements  and insurance  contracts  and, to the
extent any  Employee  Plan is not in writing,  a short  summary of such plan has
been provided to Buyer. All Employee Plans have been administered in substantial
compliance  with their  terms,  except for any  noncompliance  that could not be
reasonably  expected to have a material adverse effect on NPS, its Business,  or
the Acquired Assets. Except as disclosed to Buyer by NPS in writing, none of the
employees  of NPS  are  covered  by a  collective  bargaining  agreement  or any
multi-employer plan.

         6.24 S  CORPORATION  STATUS.  NPS has  not at any  time  elected  to be
treated as, and is not  currently  governed  by,  Subchapter  S of the  Internal
Revenue Code of 1986, as amended.

         6.25 CONDITION OF PREMISES.  All real property leased by NPS is in good
condition and repair, ordinary wear and tear excepted.

         6.26 NO DISTRIBUTOR AGREEMENTS. Except as disclosed in writing to Buyer
prior to the  Closing,  NPS is not a party to, nor is the  property of NPS bound
by, any distributors' or manufacturer's representative or agency agreement.

         6.27 CONFLICT OF INTEREST TRANSACTIONS. No past or present shareholder,
director,  officer or employee of NPS or any of their affiliates (i) is indebted
to, or has any financial,  business or contractual  relationship  or arrangement
with NPS, or (ii) has any direct or indirect interest in any property,  asset or
right which is owned or used by NPS or pertains to the business of NPS.

         6.28  LITIGATION.  There  is  no  action,  suit,  proceeding,  dispute,
litigation,  claim, complaint or investigation by or before any court, tribunal,
governmental  body,  governmental  agency or  arbitrator  pending or  threatened
against or with respect to NPS which (i) if adversely  determined  would have an
adverse effect on the business,  condition,  assets,  operations or prospects of
NPS, or (ii)  challenges or would  challenge  any of the actions  required to be
taken by NPS under this  Agreement.  There  exists no basis for any such action,
suit, proceeding, dispute, litigation, claim, complaint or investigation.

         6.29 NON-CONTRAVENTION.  Neither (a) the execution and delivery of this
Agreement,  nor (b) the  performance of this  Agreement  will: (i) contravene or
result in a violation of any of the provisions of the  organizational  documents
of NPS; (ii)  contravene or result in a violation of any  resolution  adopted by
the  shareholders or directors of NPS; (iii) result in a violation or breach of,
or give any person the right to declare (whether with or without notice or lapse
of time) a default under or to terminate,  any agreement or other  instrument to
which NPS is a party or by which NPS or any of its assets  are bound;  (iv) give
any person the right to  accelerate  the maturity of any  indebtedness  or other
obligation  of NPS;  (v) result in the loss of any license or other  contractual
right of NPS; (vi) result in the loss of, or in a violation of any of the terms,
provisions or conditions of, any governmental license, permit,  authorization or
franchise  of NPS;  (vii)  result in the  creation  or  imposition  of any lien,
charge, encumbrance or restriction on any of the assets of NPS; (viii) result in
the  reassessment or revaluation of any property of NPS; by any taxing authority
or other  governmental  authority;  (ix) result in the imposition of, or subject
NPS; to any liability for, any conveyance or transfer tax or any similar tax; or
(x)  result  in a  violation  of any  law,  rule,  regulation,  treaty,  ruling,

                                      -13-
<PAGE>

directive,  order,  arbitration award, judgment or decree to which NPS or any of
its assets or any limited liability interests are subject.

         6.30  APPROVALS.  NPS has  provided  Buyer with a complete and accurate
list  of all  jurisdictions  in  which  NPS is  authorized  to do  business.  No
authorization,  consent or approval  of, or  registration  or filing  with,  any
governmental  authority is required to be obtained or made by NPS in  connection
with the execution,  delivery or performance  of this  Agreement,  including the
conveyance to Buyer of the Business.

         6.31 BROKERS.  NPS has not agreed to pay any brokerage  fees,  finder's
fees or other fees or commissions with respect to the transactions  contemplated
by this Agreement,  and, to NPS' knowledge, no person is entitled, or intends to
claim that it is entitled, to receive any such fees or commissions in connection
with such transaction.

         6.32  SPECIAL  GOVERNMENT  LIABILITIES.  NPS has no existing or pending
liabilities, obligations or deferred payments due to any federal, state or local
government  agency or entity in connection with its business or with any program
sponsored  or  funded  in  whole  or in  part by any  federal,  state  or  local
government agency or entity, nor is NPS or Seller aware of any threatened action
or claim or any condition that could support an action or claim against NPS, the
Business for any of said liabilities, obligations or deferred payments.

         6.33 FULL  DISCLOSURE.  Neither this Agreement  (including the exhibits
hereto) nor any statement,  certificate or other document  delivered to Buyer by
or on behalf of NPS contains any untrue statement of a material fact or omits to
state a material fact necessary to make the representations and other statements
contained herein and therein not misleading.

         6.34  NON-DISTRIBUTIVE  INTENT.  The Shares being acquired by Seller as
part of the Purchase  Price pursuant to this Agreement are not being acquired by
Seller with a view to the public distribution of them.

         6.35  REPRESENTATIONS  TRUE ON CLOSING DATE.  The  representations  and
warranties  of NPS set forth in this  Agreement are true and correct on the date
hereof,  and  will be true  and  correct  on the  Closing  Date as  though  such
representations  and  warranties  were  made  as of the  Closing  Date.  Buyer's
knowledge  will not act as a waiver  of any  breach of the  representations  and
warranties contained herein by NPS or Seller.

         6.36 TAX ADVICE.  NPS and Seller hereby represent and warrant that they
have  sought  their  own  independent  tax  advice  regarding  the  transactions
contemplated  by this  Agreement  and  neither NPS nor Seller have relied on any
representation or statement made by Buyer, the Company, or their representatives
regarding the tax implications of such transactions.

7.       REPRESENTATIONS AND WARRANTIES OF BUYER.
         ---------------------------------------

         Buyer represents and warrants to Seller as follows:

         7.1 POWER AND AUTHORITY;  BINDING  NATURE OF AGREEMENT.  Buyer has full
power and authority to enter into this Agreement and to perform its  obligations
hereunder.  The execution,  delivery and  performance of this Agreement by Buyer
have been duly  authorized  by all necessary  action on its part.  Assuming that
this Agreement is a valid and binding obligation of the other party hereto, this
Agreement is a valid and binding obligation of Buyer.

                                      -14-
<PAGE>

         7.2 GOOD  STANDING  OF  BUYER.  Buyer  (i) is duly  organized,  validly
existing and in good standing under the laws of the  jurisdiction in which it is
incorporated,  (ii) has all necessary  power and authority to own its assets and
to conduct its business as it is currently  being  conducted,  and (iii) is duly
qualified  or  licensed  to  do  business  and  is in  good  standing  in  every
jurisdiction  (both domestic and foreign) where such  qualification or licensing
is required.

         7.3 CHARTER  DOCUMENTS AND CORPORATE  RECORDS OF BUYER.  Buyer has made
available to Seller to review complete and correct copies of (i) the articles of
incorporation,  bylaws and other charter or  organizational  documents of Buyer,
including all amendments thereto, (ii) the stock records of Buyer, and (iii) the
minutes  and  other  records  of  the  meetings  and  other  proceedings  of the
shareholders and directors of Buyer.  Buyer is not in violation or breach of (i)
any of the provisions of its articles of incorporation,  bylaws or other charter
or organizational  documents, or (ii) any resolution adopted by its shareholders
or  directors.  There  have  been  no  meetings  or  other  proceedings  of  the
shareholders  or  directors  of  Buyer  that  are  not  fully  reflected  in the
appropriate minute books or other written records of Buyer.

         7.4  CAPITALIZATION  OF BUYER.  The  authorized  capital stock of Buyer
consists of  100,000,000  shares of common  stock,  par value  $0.001 per share,
approximately  19,400,000  shares  of which  are  issued  and  outstanding,  and
1,000,000 shares of preferred  stock, par value $0.001 per share,  none of which
are issued or outstanding. All of the outstanding shares of the capital stock of
Buyer are validly issued, fully paid and nonassessable,  and have been issued in
full compliance with all applicable federal, state, local and foreign securities
laws and other laws.  Buyer either has  sufficient  authorized  capital stock to
meet its  obligations  under this  Agreement or has the ability to authorize the
issuance of additional capital stock.

         7.5 FINANCIAL  STATEMENTS.  The Company has made available to Seller to
review the following financial statements (the "Company Financial  Statements"):
the audited income statements and statement of operations of the Company for the
fiscal years ended December 31, 2003,  2004, and 2005, the audited balance sheet
of the Company as of December 31, 2005,  and the  unaudited  income  statements,
statement of  operations,  and balance  sheet of the Company for the nine months
ended September 30, 2006. Except as stated therein or in the notes thereto,  the
Company Financial  Statements:  (a) present fairly the financial position of the
Company as of the  respective  dates thereof and the results of  operations  and
changes in financial  position of the Company for the respective periods covered
thereby;  and (b) have been  prepared in accordance  with the  Company's  normal
business practices applied on a consistent basis throughout the periods covered.

         7.6  APPROVALS.  To Buyer's  knowledge,  no  authorization,  consent or
approval of, or registration or filing with, any  governmental  authority or any
other person is required to be obtained or made by Buyer in connection  with the
execution,   delivery  or  performance  of  this  Agreement  or  the  Employment
Agreement.

         7.7 BROKERS.  Buyer has not agreed to pay any brokerage fees,  finder's
fees or other fees or commissions with respect to the transactions  contemplated
by this Agreement,  and, to Buyer's knowledge, no person is entitled, or intends
to claim  that it is  entitled,  to  receive  any such  fees or  commissions  in
connection with such transaction.

         7.8 REPRESENTATIONS TRUE ON CLOSING DATE. To the Buyer's knowledge, the
representations and warranties of Buyer set forth in this Agreement are true and

                                      -15-
<PAGE>

correct on the date hereof,  and will be true and correct on the Closing Date as
though such representations and warranties were made as of the Closing Date.

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

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

8.       CONDITIONS TO CLOSING.
         ---------------------

         8.1  CONDITIONS  PRECEDENT  TO  BUYER'S  OBLIGATION  TO CLOSE.  Buyer's
obligation  to close the stock  purchase as  contemplated  in this  Agreement is
conditioned upon the occurrence or waiver by Buyer of the following:

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

                  (b) All Taxes (except  corporate income taxes) due and payable
         by NPS without  regard to any deferral by reason of extension,  payment
         programs,  or any other reason,  must have been paid in full. Any Taxes
         accrued but not yet payable must be  reflected  on NPS'  balance  sheet
         delivered to Buyer.

                  (c) The financial condition of NPS must be as set forth in the
         NPS Financial  Statements as of September 30, 2006,  except for changes
         arising as a result of the  conduct of NPS'  Business  in the  ordinary
         course of business,  since  September,  2006.  NPS must submit to Buyer
         prior to or as soon as practicable  after the Closing audited financial
         statements   prepared  in  accordance   with  GAAP,   certified  by  an
         independent  certified  public  accounting  firm  qualified to practice
         before the Securities and Exchange  Commission,  covering NPS' two most
         recent  fiscal  years (at NPS's  expense)  and its most  recent  fiscal
         quarter  (unaudited  and  prepared  in NPS' normal  business  practices
         consistently applied).

                  (d) NPS must have delivered to Buyer a certificate executed by
         the  Secretary of NPS  certifying  (i) the names of the officers of NPS
         authorized to sign this  Agreement to which it is a party and all other
         documents and  instruments  executed by NPS pursuant  hereto,  together
         with the true  signatures  of such  officers;  (ii) copies of corporate
         resolutions  adopted by the Board of Directors of NPS  authorizing  the
         appropriate  officers of NPS to execute and deliver this  Agreement and
         all other agreements,  documents and instruments executed by the Seller
         pursuant hereto and to consummate the transactions contemplated herein.

                  (e) The Buyer must in its sole  discretion  be satisfied  with
         its full and complete due diligence of NPS and all other aspects of the
         transactions contemplated by this Agreement,  including but not limited
         to financial,  legal and business  affairs of NPS and discussions  with
         NPS' customers and vendors.  The Buyer must confirm its satisfaction in
         a writing delivered to the Seller.

                  (f) Such  directors of NPS as the Company shall have specified
         in writing shall have submitted their  resignations (to be effective as

                                      -16-
<PAGE>

         of the  Closing)  from  the  Board of  Directors  of the  Company.  The
         directors  of  NPS  shall  have  duly  appointed  (effective  as of the
         Closing)  such other  persons as the Company  shall have  designated to
         fill the vacancies on the Company's Board of Directors.

                  (g) All  representations and warranties of NPS and Seller made
         in this Agreement or in any exhibit or schedule hereto delivered by NPS
         or Seller must be true and correct as of the Closing Date with the same
         force and effect as if made on and as of that date.  Buyer must receive
         a written  representation  from NPS and Seller at the  Closing  that no
         material  adverse  change has occurred to NPS or the  Business  between
         September 30, 2006 and the Closing Date.

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

                  (i) NPS must have signed any customary investor representation
         letters  requested by the Buyer in connection  with the issuance of the
         Buyer's  securities  as part of the  purchase  price for the NPS Stock,
         which  will  include,   but  not  be  limited  to  representations  and
         warranties   by   NPS   and   Seller    confirming   their   investment
         sophistication,  knowledge, and experience,  their financial condition,
         and their access to information regarding the Buyer.

         8.2  CONDITIONS  PRECEDENT TO SELLER'S  OBLIGATION  TO CLOSE.  Seller's
obligation  to close the stock  purchase as  contemplated  in this  Agreement is
conditioned upon the occurrence or waiver by Seller of the following:

                  (a) All  representations  and warranties of Buyer made in this
         Agreement or in any exhibit hereto  delivered by Buyer must be true and
         correct on and as of the Closing Date with the same force and effect as
         if made on and as of that date.

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

         8.3 NOTICE  REQUIREMENT.  Seller or NPS will give prompt written notice
to Buyer of any development  occurring after the date of this Agreement,  or any
item  about  which  NPS  did  not  have  actual  knowledge  on the  date of this
Agreement, which causes or reasonably could be expected to cause a breach of any
of the representations and warranties in Section 6 of this Agreement. Buyer will
give prompt written notice to Seller of any development occurring after the date
of this Agreement,  or any item about which Buyer did not have actual  knowledge
on the date of this Agreement,  which causes or reasonably  could be expected to
cause a breach of any of the representations and warranties in Section 7 of this
Agreement.

9.       FURTHER ASSURANCES AND POST CLOSING COVENANTS AND OBLIGATIONS.
         -------------------------------------------------------------
         Following the Closing,  Buyer shall,  whenever reasonably  requested by
Seller  (including  reasonable prior notice to Buyer) and during normal business
hours, permit Seller or their respective  representatives to have access to such
business records (including  without  limitation  computer files) turned over to
Buyer pursuant to this  Agreement as may be required by Seller.  Buyer shall use
commercially  reasonable  efforts to preserve and maintain NPS' payroll  records
for each fiscal year until the expiration of the statute of limitations (and any

                                      -17-
<PAGE>

waivers or extensions  thereof) for tax purposes  relating to such year, and all
other  records  relating  to the  Business  for at least  three  years after the
Closing Date.

10.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
         ------------------------------------------

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

11.      INDEMNIFICATION.
         ---------------

         11.1 INDEMNIFICATION BY SELLER. Seller agrees to indemnify,  defend and
hold  harmless  Buyer and its  affiliates  against any and all claims,  demands,
losses,  costs,  expenses,  obligations,   liabilities  and  damages,  including
interest,  penalties and attorney's fees and costs,  incurred by Buyer or any of
its affiliates  arising,  resulting from, or relating to any and all liabilities
of  NPS  accrued  prior  to the  Closing  or  relating  to the  NPS  Stock,  any
misrepresentation  of a material  fact or omission  to disclose a material  fact
made by Seller or NPS in this Agreement, in any exhibits to this Agreement or in
any other  document  furnished  or to be  furnished  by Seller or NPS under this
Agreement,  or any breach of, or  failure  by NPS or Seller to  perform,  any of
their representations,  warranties, covenants or agreements in this Agreement or
in any exhibit or other  document  furnished or to be furnished by NPS or Seller
under this Agreement.

         11.2  INDEMNIFICATION BY BUYER.  Buyer agrees to indemnify,  defend and
hold  harmless  Seller  against  any and all  claims,  demands,  losses,  costs,
expenses,  obligations,  liabilities and damages, including interest,  penalties
and  attorneys'  fees and costs  incurred by Seller  arising,  resulting from or
relating  to  any  breach  of,  or  failure  by  Buyer  to  perform,  any of its
representations, warranties, covenants or agreements in this Agreement or in any
exhibit or other  document  furnished  or to be  furnished  by Buyer  under this
Agreement.

         11.3     PROCEDURE FOR INDEMNIFICATION CLAIMS.

                  (a)  Whenever  any  parties  become  aware  that a  claim  (an
         "Underlying  Claim") has arisen entitling them to seek  indemnification
         under this Section 11 of the Agreement,  such parties (the "Indemnified
         Parties") shall promptly send a notice ("Notice") to the parties liable
         for such indemnification  (the "Indemnifying  Parties") of the right to
         indemnification (the "Indemnity Claim");  provided,  however,  that the
         failure  to  so  notify  the  Indemnifying  Parties  will  relieve  the
         Indemnifying  Parties from liability  under this Agreement with respect
         to such  Indemnity  Claim only if, and only to the  extent  that,  such
         failure to notify the Indemnifying Parties results in the forfeiture by
         the Indemnifying  Parties of rights and defenses otherwise available to
         the  Indemnifying  Parties with respect to the  Underlying  Claim.  Any
         Notice  pursuant to this Section  11.3(a) shall set forth in reasonable
         detail,  to the extent  then  available,  the basis for such  Indemnity
         Claim and an estimate of the amount of damages arising therefrom.

                  (b) If an  Indemnity  Claim does NOT  result  from or arise in
         connection  with any Underlying  Claim or legal  proceedings by a third
         party,  the  Indemnifying  Parties will have thirty (30)  calendar days
         following  receipt  of the  Notice to issue a written  response  to the
         Indemnified Parties,  indicating the Indemnifying Parties' intention to
         either (i) contest  the  Indemnity  Claim or (ii) accept the  Indemnity
         Claim as valid.  The  Indemnifying  Parties'  failure to provide such a
         written  response within such thirty (30) day period shall be deemed to
         be an acceptance of the Indemnity  Claim as valid. In the event that an

                                      -18-
<PAGE>

         Indemnity Claim is accepted as valid, the  Indemnifying  Parties shall,
         within fifteen (15) Business Days thereafter,  pay the damages incurred
         by the Indemnified  Parties in respect of the Underlying  Claim in cash
         by wire  transfer  of  immediately  available  funds to the  account or
         accounts   specified  by  the  Indemnified   Parties.   To  the  extent
         appropriate,  payments  for  indemnifiable  damages  made  pursuant  to
         Section  11 of the  Agreement  will be treated  as  adjustments  to the
         Purchase Price.

                  (c) In the event an Indemnity  Claim results from or arises in
         connection  with any Underlying  Claim or legal  proceedings by a third
         party, the  Indemnifying  Parties shall have fifteen (15) calendar days
         following  receipt  of the  Notice to send a Notice to the  Indemnified
         Parties of their  election to, at their sole cost and  expense,  assume
         the defense of any such Underlying Claim or legal proceeding;  provided
         that such  Notice of  election  shall  contain  a  confirmation  by the
         Indemnifying   Parties  of  their   obligation  to  hold  harmless  the
         Indemnified   Parties  with  respect  to  damages   arising  from  such
         Underlying  Claim. The failure by the Indemnifying  Parties to elect to
         assume the defense of any such  Underlying  Claim  within such  fifteen
         (15) day period  shall  entitle the  Indemnified  Parties to  undertake
         control of the defense of the Underlying Claim on behalf of and for the
         account  and risk of the  Indemnifying  Parties  in such  manner as the
         Indemnified  Parties may deem appropriate,  including,  but not limited
         to, settling the Underlying Claim. However, the parties controlling the
         defense of the  Underlying  Claim shall not settle or  compromise  such
         Underlying  Claim  without  the  prior  written  consent  of the  other
         parties,  which consent shall not be unreasonably  withheld or delayed.
         The  non-controlling  parties shall be entitled to  participate in (but
         not control) the defense of any such action, with their own counsel and
         at their own expense.

                  (d) The Indemnifying  Parties and the Indemnified Parties will
         cooperate  reasonably,  fully and in good faith with each other, at the
         sole  expense  of the  Indemnifying  Parties,  in  connection  with the
         defense,  compromise or settlement of any Underlying  Claim  including,
         without  limitation,  by  making  available  to the other  parties  all
         pertinent information and witnesses within their reasonable control.

12.      INJUNCTIVE RELIEF.
         -----------------

         12.1  DAMAGES  INADEQUATE.  Each  party  acknowledges  that it would be
impossible  to  measure in money the  damages  to the other  party if there is a
failure to comply with any  covenants  and  provisions  of this  Agreement,  and
agrees that in the event of any breach of any covenant or  provision,  the other
party to this Agreement will not have an adequate remedy at law.

         12.2 INJUNCTIVE  RELIEF. It is therefore agreed that the other party to
this Agreement who is entitled to the benefit of the covenants and provisions of
this  Agreement  which have been  breached,  in addition to any other  rights or
remedies which they may have, will be entitled to immediate injunctive relief to
enforce  such  covenants  and  provisions,  and that in the event  that any such
action or  proceeding is brought in equity to enforce  them,  the  defaulting or
breaching party will not urge a defense that there is an adequate remedy at law.

13.      FURTHER ASSURANCES.
         ------------------

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

                                      -19-
<PAGE>

14.      FEES AND EXPENSES.
         -----------------

         Each party hereto shall pay all fees, costs and expenses that it incurs
in connection  with the  negotiation  and  preparation  of this Agreement and in
carrying  out  the  transactions   contemplated   hereby   (including,   without
limitation, all fees and expenses of its counsel and accountant).

15.      WAIVERS.
         -------

         If any party at any time waives any rights hereunder resulting from any
breach by the  other  party of any of the  provisions  of this  Agreement,  such
waiver is not to be construed as a  continuing  waiver of other  breaches of the
same or other provisions of this Agreement.  Resort to any remedies  referred to
herein will not be  construed  as a waiver of any other  rights and  remedies to
which such party is entitled under this Agreement or otherwise.

16.      SUCCESSORS AND ASSIGNS.
         ----------------------

         Each covenant and  representation  of this  Agreement will inure to the
benefit  of  and  be  binding   upon  each  of  the  parties,   their   personal
representatives, assigns and other successors in interest.

17.      ENTIRE AND SOLE AGREEMENT.
         -------------------------

         This Agreement constitutes the entire agreement between the parties and
supersedes  all  other  agreements,  representations,   warranties,  statements,
promises and undertakings,  whether oral or written, with respect to the subject
matter of this  Agreement.  This  Agreement may be modified or amended only by a
written  agreement signed by the parties against whom the amendment is sought to
be enforced. The parties acknowledge that as of the execution of this Agreement,
that certain Letter of Intent among certain of the parties dated October 4, 2006
will be terminated and be of no further force or effect.

18.      GOVERNING LAW.
         -------------

         This  Agreement  will be  governed  by the laws of  California  without
giving effect to  applicable  conflict of laws  provisions.  With respect to any
litigation arising out of or relating to this Agreement,  each party agrees that
it will be filed in and heard by the state or federal  courts with  jurisdiction
to hear such suits located in Los Angeles County, California.

19.      COUNTERPARTS.
         ------------

         This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of which counterparts will be deemed to be an original,  and
such counterparts will constitute but one and the same instrument.

20.      ASSIGNMENT.
         ----------

         Except in the case of an affiliate of the Buyer, this Agreement may not
be assignable by any party without prior written consent of the other parties.

                                      -20-
<PAGE>

21.      REMEDIES.
         --------

         Except as otherwise expressly provided herein, none of the remedies set
forth in this  Agreement are intended to be exclusive,  and each party will have
all other  remedies now or hereafter  existing at law, in equity,  by statute or
otherwise. The election of any one or more remedies will not constitute a waiver
of the right to pursue other available remedies.

22.      SECTION HEADINGS.
         ----------------

         The section  headings in this  Agreement  are included for  convenience
only, are not a part of this Agreement and will not be used in construing it.

23.      SEVERABILITY.
         ------------

         In the event that any  provision or any part of this  Agreement is held
to  be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability  will not affect the  validity or  enforceability  of any other
provision or part of this Agreement.

24.      NOTICES.
         -------

         Each  notice or other  communication  hereunder  must be in writing and
will be deemed to have been duly  given on the  earlier of (i) the date on which
such  notice  or  other  communication  is  actually  received  by the  intended
recipient thereof,  or (ii) the date five (5) days after the date such notice or
other  communication is mailed by registered or certified mail (postage prepaid)
to the intended  recipient at the following address (or at such other address as
the intended  recipient  will have  specified  in a written  notice given to the
other parties hereto):

                  IF TO NPS:

                  National Professional Services, Inc.
                  P.O Box 5781
                  Salem, Oregon 97304

                  Telephone: 503.363.1863
                  Facsimile:

                  IF TO SELLER:

                  Rick LaPierre                  AND TO:  Dennis Ragain
                  1700 Pass-A-Grille Way,.                P.O. Box 5781
                  St. Petersburg, Florida., 33706         Salem, Oregon 97304

                  Telephone: 617.947.0674                 Telephone:503.363.1863
                  Facsimile:  727.367.5969                Facsimile:503.922.0876


                                      -21-
<PAGE>

                  IF TO BUYER:

                  Environmental Service Professionals, Inc.
                  1111 Tahquitz Canyon Way, Suite 110
                  Palm Springs, California 92262
                  Attention:  Ed Torres, Chief Executive Officer

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

25.      PUBLICITY.
         ---------

         Except  as  may be  required  in  order  for a  party  to  comply  with
applicable laws,  rules, or regulations or to enable a party to comply with this
Agreement,  or necessary for the Buyer to prepare and disseminate any private or
public placements of its securities or to communicate with its shareholders,  no
press  release,  notice to any third  party or other  publicity  concerning  the
transactions  contemplated by this Agreement will be issued,  given or otherwise
disseminated without the prior approval of each of the parties hereto; provided,
however, that such approval will not be unreasonably withheld.

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

NPS:                      NATIONAL PROFESSIONAL SERVICES INC.,
                          a Delaware corporation

                          By:/s/ Dennis Ragain
                             ------------------------------------
                             Dennis Ragain, President


LAPIERRE/SELLER:          /s/ Rick LaPierre
                          ------------------------------------------------------
                                 Rick LaPierre, Individually

RAGAIN/SELLER:            /s/ Dennis Ragain
                          ------------------------------------------------------
                                 Dennis Ragain, Individually

BEAUMONT/SELLER:                                                          *
                          ------------------------------------------------------
                                 Gerry Beaumont, Individually

TAYLOR/SELLER:                                                            *
                          ------------------------------------------------------
                                 Gene Taylor, Individually

SILER/SELLER:                                                             *
                          ------------------------------------------------------
                                 Bradley Siler, Individually

GOLDSTEIN/SELLER:                                                         *
                          ------------------------------------------------------
                                 Jay R. Goldstein, Individually


*BY /s/ Dennis Ragain
    _________________________________________________
         DENNIS RAGAIN, AS ATTORNEY-IN-FACT FOR
         BEAUMONT, TAYLOR, SILER AND GOLDSTEIN


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

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


                                      -22-