EXHIBIT 4.2
                               SPECIMEN OF WARRANT


<PAGE>
EXHIBIT 4.2

THIS SECURITY HAS NOT BEEN  REGISTERED OR QUALIFIED  UNDER THE SECURITIES ACT OF
1933 (THE "ACT") OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE OFFERED OR
SOLD UNLESS  REGISTERED AND QUALIFIED  PURSUANT TO THE APPLICABLE  PROVISIONS OF
FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH  REGISTRATION
OR QUALIFICATION APPLIES.  THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL
BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID,  AND THE ISSUER SHALL NOT
BE  REQUIRED  TO GIVE  ANY  EFFECT  TO ANY  SUCH  TRANSACTION  UNLESS  (A)  SUCH
TRANSACTION  HAS BEEN DULY  REGISTERED  UNDER THE ACT AND  QUALIFIED OR APPROVED
UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN
OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO IT  THAT  SUCH  REGISTRATION,
QUALIFICATION OR APPROVAL IS NOT REQUIRED.



                                     WARRANT

                  For the Purchase of Shares of Common Stock of

                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                              A NEVADA CORPORATION




No.                                                            Date:
    ----------------

                               Warrant to Purchase
              [              ] (           ) Shares of Common Stock

THIS IS TO CERTIFY, that, for value received, [          ] or registered assigns
(the "Holder"), is entitled, subject to the terms and conditions hereinafter set
forth,  on or after the date  hereof,  and at any time prior to 5 P.M.,  Pacific
Time ("PT") on  [          ]  to purchase such number of shares of Common Stock,
par value $0.001 per share ("Common  Stock" or the "Shares"),  of  Environmental
Service  Professionals,  Inc., a Nevada  corporation (the  "Company"),  from the
Company as set forth above and upon  payment to the Company of an amount of $[ ]
per  Share  (the  "Purchase  Price"),  if and  to the  extent  this  Warrant  is
exercised, in whole or in part, during the period this Warrant remains in force,
subject in all cases to  adjustment  as  provided  in  Section 2 hereof,  and to
receive a certificate or certificates representing the Shares so purchased, upon
presentation  and  surrender  to the Company of this  Warrant,  with the form of
Subscription  Agreement  attached hereto,  including changes thereto  reasonably
requested  by the  Company,  duly  executed  and  accompanied  by payment of the
Purchase Price of each Share.


                                      -1-
<PAGE>



SECTION 1.
                              TERMS OF THIS WARRANT

         1.1 TIME OF  EXERCISE.  This  Warrant may be  exercised at any time and
from time to time  after  9:00  A.M.,  PT,  on the date  hereof  (the  "Exercise
Commencement Date"), until 5 P.M., PT, on [            ] (the "Expiration Time")
at which time this  Warrant  shall  become void and all rights  hereunder  shall
cease.

         1.2      MANNER OF EXERCISE.

         (1) 1.2.1 The Holder may exercise  this  Warrant,  in whole or in part,
upon surrender of this Warrant, with the form of Subscription Agreement attached
hereto duly executed, to the Company at its corporate office in California,  and
upon  payment  to the  Company of the full  Purchase  Price for each Share to be
purchased  in lawful  money of the United  States,  or by certified or cashier's
check,  or wired funds,  and upon  compliance with and subject to the conditions
set forth herein.

         (2) 1.2.2 Upon receipt of this  Warrant  with the form of  Subscription
Agreement  duly  executed  and,  if  applicable,  accompanied  by payment of the
aggregate  Purchase  Price for the Shares  for which this  Warrant is then being
exercised,  the  Company  shall  cause to be issued  certificates  for the total
number of whole  Shares  for  which  this  Warrant  is being  exercised  in such
denominations as are required for delivery to the Holder,  and the Company shall
thereupon deliver such certificates to the Holder or its nominee.

         1.2.3 In case the Holder  shall  exercise  this Warrant with respect to
less than all of the  Shares  that may be  purchased  under  this  Warrant,  the
Company  shall  execute a new  Warrant for the balance of the Shares that may be
purchased  upon  exercise of this  Warrant  and deliver  such new Warrant to the
Holder.

         1.2.4 The  Company  covenants  and agrees that it will pay when due and
payable  any and all taxes  which may be payable in respect of the issue of this
Warrant,  or the issue of any Shares  upon the  exercise  of this  Warrant.  The
Company shall not,  however,  be required to pay any tax which may be payable in
respect of any transfer  involved in the issuance or delivery of this Warrant or
of the Shares in a name other than that of the Holder at the time of  surrender,
and until the  payment of such tax the  Company  shall not be  required to issue
such Shares.

         1.3  EXCHANGE OF WARRANT.  This Warrant may be divided  into,  combined
with or  exchanged  for another  Warrant or Warrants of like tenor to purchase a
like aggregate  number of Shares.  If the Holder  desires to divide,  combine or
exchange  this Warrant,  he shall make such request in writing  delivered to the
Company at its corporate  office and shall  surrender this Warrant and any other
Warrants to be so divided,  combined or exchanged. The Company shall execute and
deliver to the person  entitled  thereto a Warrant or Warrants,  as the case may
be, as so  requested.  The Company shall not be required to effect any division,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to  purchase  upon  exercise a fraction  of a Share.  The Company may

                                      -2-
<PAGE>

require  the  Holder to pay a sum  sufficient  to cover any tax or  governmental
charge  that may be imposed in  connection  with any  division,  combination  or
exchange of Warrants.

         1.4 HOLDER AS OWNER.  Prior to surrender of this Warrant in  accordance
with Section 1.5 for registration of assignment,  the Company may deem and treat
the Holder as the absolute owner of this Warrant  (notwithstanding  any notation
of ownership or other writing hereon) for the purpose of any exercise hereof and
for all other  purposes,  and the Company shall not be affected by any notice to
the contrary.

         1.5 METHOD OF ASSIGNMENT.  Any assignment or transfer of any portion or
all of this Warrant shall be made by surrender of this Warrant to the Company at
its principal  office with the form of assignment  attached hereto duly executed
and accompanied by funds  sufficient to pay any transfer tax. In such event, the
Company shall, without charge,  execute and deliver a new Warrant in the name of
the assignee  named in such  instrument  of  assignment  and this Warrant  shall
promptly be canceled.

         1.6  RIGHTS OF  HOLDER.  Nothing  contained  in this  Warrant  shall be
construed as  conferring  upon the Holder the right to vote,  consent or receive
notice as a  shareholder  in respect of any  meetings  of  shareholders  for the
election of directors or any other matter, or as having any rights whatsoever as
a shareholder of the Company.

         1.7 LOST CERTIFICATES.  If this Warrant is lost,  stolen,  mutilated or
destroyed,  the Company  shall,  on such  reasonable  terms as to  indemnity  or
otherwise as it may impose  (which  shall,  in the case of a mutilated  Warrant,
include the surrender  thereof),  issue a new Warrant of like  denomination  and
tenor as, and in substitution  for, this Warrant,  which shall thereupon  become
void. Any such new Warrant shall constitute an additional contractual obligation
of the  Company,  whether  or not the  Warrant  so lost,  stolen,  destroyed  or
mutilated shall be at any time enforceable by anyone.

SECTION 2.
                          ADJUSTMENT OF PURCHASE PRICE
                 AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE

         2.1 STOCK SPLITS. If the Company at any time or from time to time after
the  issuance  date of this Warrant  effects a  subdivision  of the  outstanding
Common  Stock,  the  Purchase  Price  then in  effect  immediately  before  that
subdivision shall be proportionately  decreased, and conversely,  if the Company
at any  time  or from  time to time  after  the  issuance  date of this  Warrant
combines the  outstanding  shares of Common  Stock,  the Purchase  Price then in
effect immediately  before the combination shall be  proportionately  increased.
Any adjustment  under this subsection 2.1 shall become effective at the close of
business on the date the subdivision or combination becomes effective.

         2.2 DIVIDENDS AND DISTRIBUTIONS.  In the event the Company at any time,
or from time to time after the issuance date of this Warrant  makes,  or fixes a
record  date for the  determination  of  holders  of Common  Stock  entitled  to
receive, a dividend or other distribution payable in additional shares of Common

                                      -3-
<PAGE>

Stock,  then and in each such event the  Purchase  Price then in effect shall be
decreased as of the time of such issuance or, in the event such a record date is
fixed,  as of the close of business  on such record  date,  by  multiplying  the
Purchase  Price then in effect by a fraction  (i) the  numerator of which is the
total number of shares of Common Stock issued and outstanding  immediately prior
to the time of such  issuance or the close of business on such record date,  and
(ii) the  denominator  of which  shall be the  total  number of shares of Common
Stock issued and outstanding  immediately  prior to the time of such issuance or
the close of  business  on such  record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution;  provided,  however,
that if such record date is fixed and such dividend is not fully paid or if such
distribution  is not fully made on the date fixed therefore,  the Purchase Price
shall be recomputed  accordingly as of the close of business on such record date
and thereafter the Purchase Price shall be adjusted  pursuant to this subsection
2.2 as of the time of actual payment of such dividends or distributions.

         2.3 RECAPITALIZATION OR  RECLASSIFICATION.  If the Shares issuable upon
the exercise of the Warrant are changed  into the same or a different  number of
shares  of  any  class  or  classes  of  stock,   whether  by  recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend or a reorganization,  merger, consolidation or sale of assets,
provided for  elsewhere in this  Section 2),  then,  and in any such event,  the
Holder shall  thereafter  be entitled to receive  upon  exercise of this Warrant
such number and kind of stock or other  securities or property of the Company to
which a holder of Shares  deliverable  upon  exercise of this Warrant would have
been  entitled  on such  reclassification  or other  change,  subject to further
adjustment as provided herein.

         2.4 SALE,  MERGER, OR CONSOLIDATION OF THE COMPANY.  For the purpose of
this Warrant, "Acquisition" means any sale, license, or other disposition of all
or  substantially  all of the  assets  of the  Company,  or any  reorganization,
consolidation, or merger of the Company. Upon the closing of any Acquisition the
successor entity shall assume the obligations of this Warrant,  and this Warrant
shall be  exercisable  for the same  securities,  cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant  as if  such  Shares  were  outstanding  on  the  record  date  for  the
Acquisition  and  subsequent  closing.  The  Purchase  Price  shall be  adjusted
accordingly.

SECTION 3.
                     STATUS UNDER THE SECURITIES ACT OF 1933

         This Warrant and the Shares issuable upon exercise of this Warrant have
not been  registered  under the  Securities Act of 1933, as amended ("the Act").
Upon  exercise,  in  whole  or  in  part,  of  this  Warrant,  the  certificates
representing the Shares shall bear the legend first above written.


                                      -4-
<PAGE>



SECTION 4.
                                  OTHER MATTERS

         4.1 BINDING EFFECT. All the covenants and provisions of this Warrant by
or for the  benefit of the  Company  shall bind and inure to the  benefit of its
successors and assigns hereunder.

         4.2 NOTICES. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be  sufficiently  given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
or facsimile and  addressed,  until another  address is designated in writing by
the Company, as follows:

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

         Notices  to the Holder  provided  for in this  Warrant  shall be deemed
given or made by the Company if sent by certified  or  registered  mail,  return
receipt  requested,  postage  prepaid,  and  addressed to the Holder at his last
known address as it shall appear on the books of the Company.

         4.3  ACCREDITED  INVESTOR.  This  Warrant  is issued by the  Company in
reliance upon the truth and accuracy of the  representations  and  warranties of
the Holder in Section  13(a)(3) of the Loan  Agreement that it is an "accredited
investor," as that term is defined in Rule 501 of Regulation D promulgated under
Section 4(2) of the Securities Act of 1933, as amended.

         4.4 GOVERNING LAW. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of California.  The venue for
any legal proceedings under this Warrant will be in the appropriate forum in the
County of Los Angeles, State of California.

         4.5 PARTIES BOUND AND BENEFITED.  Nothing in this Warrant expressed and
nothing that may be implied from any of the  provisions  hereof is intended,  or
shall be construed,  to confer upon, or give to, any person or corporation other
than the Company and the Holder any right,  remedy or claim under any promise or
agreement  hereof,  and all covenants,  conditions,  stipulations,  promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of the  Company  and  its  successors  and of the  Holder,  its  successors  and
permitted assigns.

         4.6 HEADINGS.  The Section headings herein are for convenience only and
are not part of this Warrant and shall not affect the interpretation thereof.

         4.7  ATTORNEYS  FEES.  In the event of any dispute  between the parties
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorneys' fees.

                                      -5-
<PAGE>

         IN WITNESS WHEREOF,  this Warrant has been duly executed by the Company
as of [                ].

                                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.




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




























                                      -6-
<PAGE>


                              ASSIGNMENT OF WARRANT




         FOR VALUE RECEIVED,  _______________________  hereby sells, assigns and

transfers unto  _____________________________  the within Warrant and the rights

represented  thereby,  and  does  hereby  irrevocably   constitute  and  appoint

_______________________________  Attorney, to transfer said Warrant on the books

of the Company, with full power of substitution.


Dated:
       -------------------------------------------------------


Signed:
        ------------------------------------------------------


Signature guaranteed:






<PAGE>


                             SUBSCRIPTION AGREEMENT
                          FOR THE EXERCISE OF WARRANTS

         The  undersigned  hereby  irrevocably  subscribes  for the  purchase of
_____________ Shares pursuant to and in accordance with the terms and conditions
of this  Warrant,  which Shares  should be delivered to the  undersigned  at the
address  stated  below.  If said  number  of  Shares  are not all of the  Shares
purchasable  hereunder,  a new  Warrant  of like  tenor for the  balance  of the
remaining Shares purchasable hereunder should be delivered to the undersigned at
the address stated below.

         The  undersigned  elects to pay the aggregate  Purchase  Price for such
Shares in the following manner:

[     ] by the enclosed  cash or check made payable to the Company in the amount
of $________;

[     ] by wire transfer of United States funds to the account of the Company in
the  amount  of   $____________,   which   transfer  has  been  made  before  or
simultaneously  with the delivery of this Notice pursuant to the instructions of
the Company; or

         The undersigned  agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise  dispose of any Shares  unless  either (a) a  registration
statement,  or post-effective  amendment  thereto,  covering the Shares has been
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"),  such sale,  transfer or other  disposition  is
accompanied by a prospectus  meeting the  requirements  of Section 10 of the Act
forming  a part of such  registration  statement,  or  post-effective  amendment
thereto,  which is in effect  under the Act  covering  the Shares to be so sold,
transferred or otherwise  disposed of, and all applicable  state securities laws
have been complied with, or (b) counsel reasonably satisfactory to Environmental
Service Professionals,  Inc. has rendered an opinion in writing and addressed to
Environmental  Service  Professionals,  Inc.  that such  proposed  offer,  sale,
transfer or other  disposition  of the Shares is exempt from the  provisions  of
Section 5 of the Act in view of the circumstances of such proposed offer,  sale,
transfer or other disposition; (2) Environmental Service Professionals, Inc. may
notify the transfer  agent for the Shares that the  certificates  for the Shares
acquired by the undersigned are not to be transferred  unless the transfer agent
receives advice from Environmental Service Professionals,  Inc. that one or both
of the  conditions  referred to in (1)(a) and (1)(b) above have been  satisfied;
and (3) Environmental Service Professionals, Inc. may affix the legend set forth
in  Section  3.1 of this  Warrant  to the  certificates  for the  Shares  hereby
subscribed for, if such legend is applicable.


Dated:                                  Signed:
      ------------------------                 ---------------------------------

                                        Address:
                                               ---------------------------------


                                               ---------------------------------