EXHIBIT 10.5
                    CONSULTING AGREEMENT WITH CRAIG GROSSMAN


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EXHIBIT 10.5
                        INDEPENDENT CONSULTANT AGREEMENT

         THIS CONSULTING AGREEMENT  (hereinafter referred to as the "Agreement")
is made  effective the 1st day of December,  2006, by and between  Environmental
Service  Professionals,  Inc.,  a Nevada  corporation  (the  "Parent"),  Pacific
Environmental Sampling, Inc., a California corporation (the "Company") and Craig
Grossman of 1444 Edwards Drive,  Point Roberts,  Washington 98281,  herein after
referred to as the "Consultant", with respect to the following facts:

                                     RECITAL

         WHEREAS,  the  Company is in the  business of  providing  environmental
services for the purposes of mold and moisture assessment and management, and in
the conduct of such  business  desires to have the services  listed in EXHIBIT A
performed by the Consultant.

         WHEREAS, the Consultant has the necessary education,  training,  and/or
expertise to perform these services  desired by the Company,  and further has an
understanding of the Company's business to fully provide such services; and,

         WHEREAS, the Consultant will dedicate sufficient time to ESP as needed,
in terms of the agreement the consultant is retained on a  non-exclusive  basis;
and,

         WHEREAS,  the Consultant agrees to perform these services  (hereinafter
referred to as the  "Consulting  Services")  for the Company under the terms and
conditions set forth in this Agreement.

                                    AGREEMENT

         NOW  THEREFORE,  in  consideration  of the  mutual  promises  set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is expressly acknowledged,  the Parent, the Company and the
Consultant hereto covenant and agree as follows:

                       SECTION 1. ENGAGEMENT OF CONSULTANT

         The Company hereby  engages  Consultant to assist Company by performing
the  services  discussed  herein,  as  described  in  EXHIBIT A hereto,  and the
Consultant  hereby  accepts such  engagement,  upon the terms and conditions set
forth in this Agreement.

                          SECTION 2. TERM OF AGREEMENT

         This Agreement shall have an initial term of one (1) year  (hereinafter
referred to as the "Consulting Period"), from the effective date hereof or until
terminated pursuant to Section Four (4) hereunder.


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                             SECTION 3. COMPENSATION

         The Company shall pay the Consultant as described in EXHIBIT B.

               SECTION 4. TERMINATION OF AGREEMENT BY THE COMPANY

         Notwithstanding  anything to the contrary  contained in this  Agreement
hereunder,  Company may terminate this Agreement if any of the following  events
occur:

         A.  FAILURE TO FOLLOW  INSTRUCTIONS.  The  Company can  terminate  this
Agreement if Consultant  fails to follow  Company's  instructions.  Company must
inform  Consultant that  Consultant's  actions or inactions are unacceptable and
give  Consultant  fifteen  (15) normal  business  days to comply with  Company's
instructions.  If Consultant fails to comply,  or at a later date makes the same
unacceptable  action or  inaction,  Consultant  may  immediately  be  terminated
hereunder by Company's delivery of an applicable written "Notice of Termination"
to Consultant.

         B. BREACH OF CONSULTANT'S DUTIES. The Company can immediately terminate
this Agreement if Consultant's  actions or conduct would make it unreasonable to
require Company to retain Consultant. Such acts include, but are not limited to,
dishonesty,  illegal activities, and/ or activities harmful to the reputation of
the Company;

         C. SALE OF COMPANY'S ASSETS. The sale of substantially all of Company's
assets to a single  purchaser or group of associated  purchasers with sixty (60)
calendar days notice;

         D. TERMINATION OF COMPANY'S  BUSINESS.  Company's bona fide decision to
terminate  its business and  liquidate  its assets with sixty (60) calendar days
notice;

         E. MERGER OR CONSOLIDATION. The merger or consolidation of Company with
a third party with sixty (60) calendar days notice; or

         F. MUTUAL AGREEMENT. At any time by mutual agreement in writing between
Company and Consultant.

              SECTION 5. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

         In  connection  with the  Agreement,  the Company or the Parent (each a
"Disclosing  Party") may disclose to Consultant certain  information  related to
the Disclosing Party's operations or business (the "Confidential  Information").
Consultant  will not  utilize any  Confidential  Information  received  from the
Disclosing  Party for any purpose  other than for the benefit of the  Disclosing
Party or in order to facilitate the transactions contemplated by this Agreement.
Consultant will not utilize the Confidential  Information  provided to it by the
Disclosing  Party to compete  with the  Disclosing  Party,  nor will  Consultant
engage in reverse engineering of the Disclosing Party's Confidential Information
or any other  conduct which would  directly or  indirectly  result in Consultant
misappropriating  or  improperly  utilizing  the rights,  property,  assets,  or


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Confidential  Information of the Disclosing Party.  Consultant will not disclose
the  Confidential  Information  to any third party  without  the  express  prior
written  consent  of  the  Disclosing   Party.   Consultant  will  maintain  the
confidentiality of such Confidential  Information using at least the same degree
of care  customarily  used by Consultant to protect his or her own  Confidential
Information,  but  under  no  circumstances  will  Consultant  use  less  than a
reasonable degree of care. At the time of the termination of this Agreement (for
any reason), Consultant will return all Confidential Information provided by the
Disclosing  Party to Consultant.  The Disclosing  Party will retain ownership of
all its Confidential Information, whether or not disclosed to Consultant.

         In  consideration  for the Company  entering into this  Agreement,  the
Consultant agrees that the following items,  among others,  are and shall remain
the sole property of the Company, are secret, confidential, unique, valuable and
were  developed  by  Company  at  great  cost and  over a long  period  of time.
Disclosure of any of the items to anyone other than Company's officers,  agents,
or authorized employees shall cause Company irreparable injury:

         A. Non-public financial information,  accounting information,  plans of
operations, possible mergers, or acquisitions prior to the public announcement;

         B. Customer lists,  franchise  lists,  partner and  co-venturer  lists,
other  business  relationships  of the Parent  Company,  call  lists,  and other
confidential customer, supplier, and other business relationship data;

         C. Memoranda,  notes,  records  concerning the technical  processes and
marketing strategies conducted by Company;

         D.  Sketches,  plans,  drawings,  and other  confidential  research and
development data;

         E. Manufacturing  processes,  chemical formula,  and the composition of
Company's products; or

         F. Any digital or intellectual property owned by Company

         Consultant  further  agrees that all methods and programs  developed in
the course of delivering services pursuant to this Agreement are the property of
the  Company and will be treated on a  confidential  basis.  Consultant  further
represents that an employee or  subcontractor  of the Consultant  would,  before
they provide any services,  be required to assign their rights to any methods or
programs  developed  as a result  of the  performance  of  services  under  this
Agreement to the Company.

                          SECTION 6. BEST EFFORT BASIS

         Consultant  agrees that Consultant shall at all times faithfully and to
the best of its experience, ability and talents, perform all the duties that may
be required  of and from  Consultant  pursuant  to the terms of this  Agreement.
Consultant does not guarantee that its efforts will have any impact on Company's

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business  or  that  any  subsequent  financial   improvement  will  result  from
Consultant's  efforts.  Company understands and acknowledges that the success or
failure of  Consultant's  efforts  will be  predicated  on  Company's  operating
results.

                          SECTION 7. PLACE OF SERVICES

It is understood that the Consultant's  services will be rendered largely at the
office of the  Consultant  or such other places as may be required by the nature
of the duties to be performed.

                          SECTION 8. COSTS AND EXPENSES

Consultant  shall be  responsible  for obtaining  prior  approval for reasonable
out-of-pocket expenses, travel expenses, third party expenses, filing fees, copy
and mailing  expense above one hundred  ($100.00)  dollars that  Consultant  may
incur in performing  Consulting  Services  under this  Agreement  from the Chief
Financial  Officer of the Company and submit approved expenses for reimbursement
in a  form  acceptable  to  the  Company.  Company  will  book  all  travel  and
accommodations.

Consultant shall be responsible to compute and pay all applicable local,  state,
and federal taxes,  and the Company shall not be responsible  for such payments.
Consultant  shall be responsible  for obtaining and  maintaining  all applicable
insurance  coverage  to include  but not be limited to  Workmen's  Compensation,
personal liability, casualty, additional medical, and automobile coverage.

                       SECTION 9. STATUS OF THE CONSULTANT

Consultant's  obligations  under this Agreement consist solely of the Consulting
Services  described  herein.  In no event shall  Consultant be considered as the
employee  or agent of  Company  or  otherwise  represent  or bind  Company.  For
purposes of this Agreement, Consultant is an Independent Contractor and will not
be  considered an employee of the Company for any purpose.  All final  decisions
with respect to acts of Company or its affiliates,  whether or not made pursuant
to or in reliance on  information or advice  furnished by Consultant  hereunder,
shall be those of Company  or such  affiliates  and  Consultant  shall  under no
circumstances  be liable for any expense incurred or loss suffered by Company as
a consequence of such actions or decisions. Further, the Consultant acknowledges
and agrees that:

         A.  The  Consultant  meets  all  required  licensing  and  registration
requirements of the business in which the Consultant will perform duties for the
Company;

         B. The Consultant shall hold harmless and indemnify the Company against
all claims, liabilities, expenses, losses, damages, or penalties incurred by the
Consultant  as a result of (a) the  failure of the  Consultant  to  perform  any

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covenant required to be performed by Consultant under this Agreement, or (b) any
accident,  damage,  death, or injury (physical or monetary)  whatsoever  arising
from any  occurrence  in or upon the  premises  and  resulting  from the acts or
omissions  of  Consultant,  its  agents,   contractors,   employees,   servants,
licensees,  or invitee's during the term of this Agreement;  provided,  however,
that  Consultant  shall  not be  obligated  to  indemnify  against  liabilities,
expenses,  losses or  penalties  suffered in whole or in part as a result of the
negligence  of  the  Company,  its  agents,  contractors,  employees,  servants,
licensees, or invitee's.

                       SECTION 10. COVENANT NOT TO COMPETE

The Consultant  agrees that he/she shall not, for a period of twelve (12) months
following the date of the termination of this Agreement,  within a radius of one
hundred  (100)  miles  in every  direction  from the  location  of any  place of
business of the Company,  directly or  indirectly  engage in the same or similar
business to that of the Company,  or become  interested  in (which shall include
but not be limited to becoming an employee, agent, owner, partner,  shareholder,
lender, or guarantor) any other business or venture which is the same or similar
to that of the  Company.  The  Consultant  agrees that the remedy at law for any
breach of any  provision  of this  article  shall be  inadequate  and  that,  in
addition to any other  remedies that the Company may have,  the Company shall be
entitled to injunctive relief without bond.

                         SECTION 11. GENERAL PROVISIONS

         A. HEADINGS.  All headings set forth in this Agreement are intended for
convenience  only and shall not control or affect the meaning,  construction  or
intent of this Agreement or any provision thereof.  If a conflict exists between
any heading and the text of this Agreement, the text shall control.

         B. GENDER.  As used herein,  all pronouns  shall include the masculine,
feminine,  neuter,  singular and plural thereof,  wherever the context and facts
require such construction.

         C. AMENDMENT. This Agreement may be amended or modified at any time and
in any  manner but only by an  instrument  in writing  executed  by the  parties
hereto.

         D.  WAIVER.  All the rights and  remedies  of either  party  under this
Agreement  are  cumulative  and not  exclusive  of any other rights and remedies
provided by law. No delay or failure on the part of either party in the exercise
of any right or remedy arising from a breach of this Agreement  shall operate as
a waiver of any subsequent  right or remedy arising from a subsequent  breach of
this Agreement.  The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.

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         E.  NOTICE.  Any notice  required  to be given  under the terms of this
Agreement  shall be deemed to have been received when either  hand-delivered  or
when mailed via certified or registered mail to:

           IF TO CONSULTANT:     Craig Grossman
                                 1444 Edwards Drive
                                 Point Roberts, Washington 98281

           IF TO COMPANY:        ESP
                                 1111 E. Tahquitz Canyon Way, Suite 110
                                 Palm Springs, California 92262

           IF TO PARENT:         ESP
                                 1111 E. Tahquitz Canyon Way, Suite 110
                                 Palm Springs, California 92262

         F. ENTIRE  AGREEMENT.  This  instrument  contains the entire  Agreement
between the parties hereto with respect to the transactions  contemplated by the
Agreement. All prior agreements and undertakings with respect thereto are hereby
terminated and shall be of no force or effect. This Agreement may be executed in
any  number of  counterparts  but the  aggregate  of the  counterparts  together
constitute only one (1) and the same instrument.

         G. EFFECT OF PARTIAL  INVALIDITY.  In the event that any one or more of
the provisions  contained in this  Agreement  shall for any reason be held to be
invalid,  illegal, or unenforceable in any respect, such invalidity,  illegality
or unenforceability shall not affect any other provisions of this Agreement, but
this Agreement  shall be constructed as if it never  contained any such invalid,
illegal, or unenforceable provisions.

         H. GOVERNING LAW. This Agreement, and the application or interpretation
thereof, shall be governed exclusively by its terms and by the laws of the State
of California.

         I.  ATTORNEYS'  FEES.  If any action at law or in equity,  including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this  Agreement,  the  prevailing  party shall be entitled to recover  actual
attorneys'  fees and costs  from the other  party.  The  attorneys'  fees may be
ordered by the court in the trial of any action  described in this  paragraph or
may be enforced in a separate action brought for determining attorneys' fees and
costs.

         J. TIME IS OF THE  ESSENCE.  Time is of the  essence for each and every
provision of this Agreement.

         K. MUTUAL  COOPERATION.  The parties  hereto shall  cooperate with each
other to achieve the purpose of this  Agreement and shall execute such other and

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further documents and take such other and further actions as may be necessary or
convenient to effect the transactions described herein.

         L. NO THIRD PARTY BENEFICIARY.  Nothing in this Agreement, expressed or
implied,  is intended to confer upon any person,  other than the parties  hereto
and  their  successors,  any  rights  or  remedies  under or by  reason  of this
Agreement, unless this Agreement specifically states such intent.

         M. NO  PRESUMPTION.  Should any  provision  of this  Agreement  require
judicial  interpretations,  the court  interpreting or consulting the same shall
not apply a presumption  that the terms hereof shall be more strictly  construed
against one party, by reason of the rule of  construction  that a document is to
be construed more strictly  against the person who himself or through his agents
prepared the same, it being  acknowledged that both parties have participated in
the preparation hereof.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
20th day of December, 2006.

CONSULTANT:                                        COMPANY:




/s/ Craig Grossman                                  /s/ Lyle Watkins
-----------------------------------                -----------------------------
                                                        EVP



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                                    EXHIBIT A

Consultant,  as an independent contractor,  will use his best efforts to provide
the following Services to the Company during the term of this Agreement:

         A.       Conduct  business  on behalf of the  Company as the Manager of
                  Business Development.

         B.       Establish and supervise the operation of the Company's  branch
                  offices in the State of Washington; and

         C.       Refer purchasers of Company  franchises to the Company for the
                  sale of  franchises  in all  territories  where the Company is
                  legally permitted to sell franchise.

         D.       Refer  purchasers  of  Company  Certified  Environmental  Home
                  Inspector Certification program.

         E.       Provide  verbal and  written  support for the  development  of
                  processes,  procedures,   presentations  and  other  marketing
                  material;  and for  development  of new  programs  and markets
                  including  associated  marketing  material as requested by the
                  Company.


























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                                    EXHIBIT B

In consideration  for the Services to be performed by Consultant for the Company
and provided Consultant complies with standard procedures outlined by management
of the Company for all business development managers the Company shall,

         A.       pay to  Consultant a fee in the amount of $6,000.00  per month
                  of which  $1,200.00  will be paid as W-2 earnings  through the
                  Company's  contracted  professional service company during the
                  Term (as herein defined) of this Agreement,

         B.       provide  Consultant access to health insurance during the Term
                  of this Agreement  that is comparable to the health  insurance
                  policy made  available to officers of the Company to a maximum
                  value of $390.00 per month,

         C.       pay  Consultant  a  referral  fee  equal to 8% of all  initial
                  franchise   fees   collected  by  the  Company  in  cash  from
                  franchisees  referred to the Company by Consultant  during the
                  Term of this Agreement,

         D.       pay  Consultant  a  commission  fee equal to $300.00  for each
                  Certified  Environmental Home Inspector fee fully collected by
                  the Company from  individuals or as part of a master franchise
                  as referred to the  Company by  Consultant  during the Term of
                  this  Agreement,  provided  Consultant  complies with standard
                  procedures outlined by management of the Company, and

         E.       the  Company  will  provide  all  sales  leads  for  Certified
                  Environmental  Home Inspector to Consultant,  this exclusivity
                  will be  terminated  if the  Consultant  fails to be timely in
                  contacting leads,

         F.       if  Company   discounts  the  Certified   Environmental   Home
                  Inspector  fee the  Consultants  commission  fee  will  not be
                  reduced. Consultant has no approval to discount any fees.

         G.       Company  shall pay fees  according  to the  following  payment
                  schedule:

                  a.       W-2  earnings  will  be  paid  as per  the  Company's
                           current payroll schedule; and
                  b.       balance of monthly fee ($6,000.00 minus W-2 earnings)
                           will be paid by the 10th day of the  month  following
                           the receipt of Consultants invoice; and
                  c.       commission  fee  will be paid on the  15th day of the
                           month  following  Company's  receipt  of  fully  paid
                           Certified Environmental Home Inspector fee.

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         H.       The Parent agrees to issue to Consultant  500,000  warrants to
                  purchase  500,000  shares of the  Parent's  common stock at an
                  exercise price of $0.75 per share and exercisable for a period
                  of five  years,  subject to  customary  adjustments  for stock
                  splits,  stock  dividends and similar  transactions  within 30
                  days of execution of this Agreement.

         I.       Each  Party  to this  Agreement  will  bear  its own  expenses
                  incurred in connection with this Agreement.






























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