EXHIBIT 14.1
                                 CODE OF CONDUCT

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EXHIBIT 14.1
                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

                                 CODE OF CONDUCT
                            (ADOPTED APRIL 10, 2007)


OUR COMMITMENT TO ETHICAL BUSINESS PRACTICES

         The  Environmental  Service  Professionals,  Inc. Code of Conduct (this
"Code") is a guide for our directors, officers, and employees to the application
of legal and ethical  practices  to their  services  for  Environmental  Service
Professionals and its subsidiaries (the "Company"). This Code describes not only
the areas of the law that are likely to affect the Company,  but also references
the Company's  Employee  Handbook.  We must each strive for, and accept  nothing
less than, fair, honest, and ethical conduct in our daily business activities.

         The  Company's  Chief  Financial  Officer  (the  "Compliance  Officer")
administers and oversees enforcement of this Code.

         Every  Company  director,  officer and  employee  must accept  personal
responsibility  for  complying  with this Code and  reporting  any  observed  or
suspected  violations.  We need everyone's  commitment to high ethical standards
and compliance with the law to ensure the Company's success.

I.       PURPOSE, IMPORTANCE, AND APPLICATION OF CODE

         This Code provides  guidance in  consideration of today's complex legal
and regulatory environment.  The policies contained in this Code will enable you
to understand your legal and ethical  obligations,  the Company's  commitment to
these principles and our expectations of each of you.

         This Code provides basic  guidelines for conduct.  Although it covers a
wide range of business practices and identifies a number of corporate  policies,
no code of conduct can cover every issue that may arise. You are expected to use
common sense,  adhere to common standards of ethical behavior and avoid even the
appearance of improper conduct.

         This Code addresses topics similar to certain policies set forth in the
Environmental Service Professionals Employee Handbook (the "Employee Handbook").
This Code does not replace the Employee Handbook, but rather supplements it and,
for employees,  should be adhered to in conjunction with the Employee  Handbook.
The Employee  Handbook will be updated from time to time to supplement  existing
policies and to incorporate new policies, as appropriate.

II.      REPORTING AND ENFORCEMENT

         A. REPORTING SUSPECTED NON-COMPLIANCE

         It is only with your help that we can ensure compliance with this Code.
Therefore,  you are required to report violations of any of the policies in this
Code or other  behavior that you believe to be illegal or unethical.  Any person
who knows of such  behavior  and fails to promptly  report it will be subject to
corrective  action, up to and including  termination of employment such person's
position with the Company.

         Reports should be made directly to the Compliance Officer. In addition,
any  supervisor,  manager or other  individual who receives a report of improper
conduct should pass this  information  along to the Compliance  Officer.  If the
reporting  individual  is not  satisfied  with the  response  received  from the
Compliance  Officer,  such  individual  may report the matter to a member of the
Audit Committee or any other member of the Board of Directors.

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         B. ENFORCEMENT

         The Company will promptly  investigate  all reported  Code  violations.
Proven  violations  of this Code will be treated  seriously  and will  result in
immediate corrective action, up to and including  termination of employment with
the Company.  In addition,  the Company may take other  appropriate legal action
for violations of this Code,  including reporting illegal behavior to the proper
law enforcement or other government authorities or pursuing a civil lawsuit.

         The Company will also  periodically  monitor or audit  compliance  with
this Code. You must cooperate  fully with any such audits and provide  truthful,
complete and accurate information to the auditors.

         C. COOPERATION WITH INVESTIGATIONS AND RETALIATION PROHIBITION

         Anyone who  engages in  retaliation,  either  directly  or  indirectly,
against any  individual  who in good faith reports a violation of this Code will
be subject to corrective  action, up to and including  termination of his or her
employment with the Company.  Anyone who believes that  retaliation has occurred
should promptly inform the Compliance Officer.

         The Company will cooperate in connection with any  investigation  by an
authorized   government  body  or  agency.   You  are  expected  to  follow  any
instructions given by management to assist and cooperate in connection with such
an investigation.

         Retaliation  for  cooperating  in an  investigation  or  for  providing
information in good faith to a government or law enforcement entity or a Company
investigator  is  expressly  prohibited.   Employees  can  report  incidents  of
retaliation to their supervisor, manager or the Compliance Officer.

         Any request  for  inspection,  documents  or other  information  from a
government  entity should be referred  immediately  to the  Compliance  Officer.
Moreover, Company employees, including officers and directors, who are contacted
by a  government  entity  concerning  the  Company  should  promptly  inform the
Compliance Officer.

         D. PENALTIES FOR VIOLATIONS OF THE CODE

         It is each  employee's  responsibility  to resolve with the  Compliance
Officer any potential conflicts with this Code. Violations of this Code, even in
the first  instance,  may  result  in  disciplinary  action up to and  including
dismissal of  employment  from or  termination  of services for the Company.  In
addition,  violations  of  laws  applicable  to  the  Company  could  result  in
substantial  fines to the  Company  and  individual  violators  and,  in certain
instances,  imprisonment. No improper or illegal behavior will be justified by a
claim that it was ordered by someone in higher authority.  No one, regardless of
his or her  position,  is  authorized to direct an employee to commit a wrongful
act. The Company  encourages  you to ask  questions  and seek guidance from your
supervisor, the Compliance Officer or the legal department of the Company.

         E. WAIVERS

         Any waivers of this Code may be made only by the Board of Directors and
any waivers for executive  officers or directors  must be promptly  disclosed to
the Company's stockholders.

         F. COMPLIANCE CERTIFICATION

         All  employees  of the Company  will be asked to certify this Code upon
receipt.  By certifying,  the employee  acknowledges that such employee has read
and understands the conditions of this Code. In addition,  annual certifications
shall be required of employees at the level of senior management and above.

III.     APPLICABLE POLICIES

         A. GENERAL BUSINESS CONDUCT GUIDELINES

         The Company  strives to be a good corporate  citizen and to achieve our
business  objectives in a manner that is ethical and consistent  with applicable
laws. In keeping with these  principles,  proper  conduct  includes,  but is not
limited to, the following:

     o  Complying  with  all   obligations  to  report  business  and  financial
     information  (including  minutes of voice service,  revenues,  expenses and
     capitalization)  within the Company,  to the public,  and to the investment
     community;

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     o Acting in good faith with respect to contractual and business obligations
     to third parties (including customers, vendors and contractors);

     o Entering into contracts and business  relationships with third parties on
     behalf of the Company only where there is a legitimate business purpose and
     only where all terms of the contract or relationship  are believed to be in
     the best interests of the Company;

     o Recording the financial  results of contracts and business  relationships
     on the Company's books and records, as well as in reports to the public and
     the investment community, and in accordance with established and acceptable
     accounting standards;

     o Striving to ensure that proper  compensation  is received for all Company
     services and property;

     o Striving to ensure proper handling of deposits, cash, receipts, payments,
     customer and vendor contracts and records;

     o Placing the  interests of the Company,  as well as the public's  right to
     have accurate  information  about the Company,  first and always above your
     personal interests or the interests of third parties; and

     o Otherwise complying with laws and regulations  applicable to the Company,
     this Code, and the Employee Handbook.

         B. PROPER DOCUMENTATION AND CONTROLS

         You are  responsible  for  following any  operational,  administrative,
documentation,  and accounting  procedures and controls applicable to your areas
of  responsibility.  Internal  controls and  procedures  are designed to provide
assurance that (i) the Company's interests and assets are protected and properly
used, (ii) the Company's reports are accurate and complete, (iii) procedures are
appropriate   to  achieve   the   Company's   business   objectives,   and  (iv)
administrative  and  accounting   policies  and  procedures  are  complied  with
throughout the organization. In carrying out your responsibilities in this area,
you should use your reasonable efforts to attempt to assure that:

     o The Company's  accounting and  documentation  policies and procedures are
     followed;

     o All funds,  assets and transactions are fully and accurately recorded and
     entered in the Company's books and records in accordance with the Company's
     written  procedures  and  with  applicable  accounting  standards,  so that
     accounting records accurately and fairly reflect all business transactions;

     o No records are falsified in any manner;

     o There are no unrecorded or "off the books" funds, assets or transactions;

     o Each entry for  expenditure is coded into the account that accurately and
     fairly reflects the true nature of the transaction;

     o  Reasonable  steps  are  taken  to  protect  Company  data  from  errors,
     disasters,  misuse,  unauthorized access and fraud,  including data that is
     transmitted or stored electronically; and

     o Full access to the Company's  books and records is given to the Company's
     independent public accountants.

Any  deviation  from or  deficiency in internal  accounting,  documentation,  or
administrative  controls must be promptly  reported to the Company's  Compliance
Officer and, if not remedied, to the Audit Committee of the Company's Directors.

         C. CONTRACTS AND BUSINESS RELATIONSHIPS

         Contracts  and  business  relationships  should only be entered into in
situations  in which there is a legitimate  business  purpose.  All terms of the
transaction  should  be  disclosed  and  included  in  the  legal  documentation
supporting the transactions. Transaction documents should only be signed by duly
authorized officers, and documents for significant  transactions should first be
reviewed and approved by the legal  department of the Company.  Compliance  with
the  terms of the  Company's  contracts  is a  necessity.  Contracts  should  be
negotiated in good faith.  Any reports of business  information  provided by the
Company to third parties must be in accordance  with  contractual  requirements.
Any question  concerning the  interpretation of a contract should be referred to
the legal department of the Company.


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         D. CONFLICTS OF INTEREST

         Directors,  officers and employees have a fiduciary duty to the Company
at all  times.  A conflict  of  interest  occurs  when an  individual's  private
interest  interferes in any way with the interests of the Company. No one should
utilize his or her  position  with the Company for  personal  advantage  or gain
outside of the  compensation  and  benefits  received  in the  normal  course of
employment.  A complete description of the Company's CONFLICT OF INTEREST policy
is contained in the Employee Handbook.

         E.  PROTECTION  OF  COMPANY  INFORMATION,  PRIVILEGED  INFORMATION  AND
         INTELLECTUAL PROPERTY

         You  must  ensure  that  all  business  information  meant  to be  kept
confidential  is  properly  protected.  Provided  below  is an  overview  of the
Company's  guidelines  on  protection  of  such  information.  A  more  detailed
discussion  of these  topics is  contained in the  Company's  Confidentiality  &
Non-Solicitation Agreement.

         1. Proprietary and Confidential Information

         Proprietary  information  developed  or acquired by the Company and not
freely  available to others is a valuable  asset that must be protected  against
theft, loss or inadvertent public disclosure.  Proprietary information includes,
for example,  marketing  plans,  prices and sensitive or restricted  information
about  Company  customers,  vendors,  contractors  or  joint  venture  partners.
Therefore,  disclosure of such information should be limited to those within the
Company who have a need to know and should not be disclosed  outside the Company
without  authorization  from the legal department of the Company.  Because these
limitations on disclosure  apply even after  association  with the Company ends,
upon  separation  from the  Company for any  reason,  employees  must return any
material containing restricted  information and must refrain from disclosing any
such protected information.

         2. Privileged Information

         The law recognizes an  attorney-client  privilege that shields  certain
confidential  communications  between  the  Company's  directors,  officers  and
employees,  on the one hand,  and the Company's  attorneys from  disclosure.  To
protect this privilege, communications to and from the Company's attorneys, work
done under the  direction  of an attorney,  and any  information  designated  as
privileged  must not be  disclosed  to  others  unless  authorized  by the legal
department of the Company.

         3. Trademarks, Copyrights and Other Intellectual Property

         The Company's  corporate identity,  logo,  trademarks and service marks
are  valuable  business  assets  that  represent  the  Company's  good  will and
reputation.  The  Company's  rights may be destroyed or diluted by improper use.
Similarly, many materials,  including articles,  software,  photographs,  books,
magazines  and other items used in the course of  employment  are  protected  by
copyright  laws.  Reproducing,  distributing or altering  copyrighted  materials
without  permission  of the  copyright  owner  is  illegal  and  may  result  in
violations subject to civil penalties.

         In the  performance  of assigned  duties,  employees may develop ideas,
inventions or software or create  original  works of authorship  relating to the
business of the Company  (referred  to herein as  "Intellectual  Property").  In
consideration  of the compensation  paid to each employee by the Company,  it is
the  understanding  between the Company and each employee that the Company shall
have full  ownership of the  Intellectual  Property.  Each employee shall do all
things that may be  necessary to  establish,  protect and maintain the rights of
the Company or its nominee in the Intellectual Property.

         F. GOVERNMENT RELATIONS, CAMPAIGN FINANCE, AND POLITICAL ACTIVITY

         The Company may engage in activities to foster  positive  relationships
with government  entities and to express its views and the views of the industry
within  the  political   process.   The  Company  may  make  corporate  campaign
contributions to certain state or local political parties,  political committees
and candidates for elective public office,  as permitted by applicable law. As a
corporate  citizen,  the  Company may also  express  its views on public  issues
affecting  organization,  its shareholders and employees or the geographic areas
in which it operates.  IF  EMPLOYEES  ENGAGE IN PERSONAL  POLITICAL  ACTIVITY ON
THEIR OWN TIME,  THEY MUST TAKE CARE NOT TO IMPLY THAT THEY ARE ACTING ON BEHALF
OF THE COMPANY.

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         G. EQUAL EMPLOYMENT

         The Company  provides equal  employment  opportunities to all qualified
persons and expects all of its officers,  directors and employees,  in acting on
behalf of the Company,  to adhere to laws,  regulations,  and corporate policies
relating to equal opportunity and non-discrimination.  Additional information on
the  Company's  policies on equal  employment  opportunity  is  contained in the
Employee Handbook.

         H. ELECTRONIC COMMUNICATIONS AND USE OF THE INTERNET

         Everyone who works with the Company's computer resources is responsible
for  using  these  resources  appropriately  and only in a manner  that has been
authorized. A more detailed description of the Company's policy on this topic is
contained in the Employee Handbook.

         I. SAFETY AND THE ENVIRONMENT

         A description  of the  Company's  policies on  OCCUPATIONAL  SAFETY AND
HEALTH is contained in the Employee Handbook.

         Any questions  regarding  safety,  health or environmental  concerns or
reports of unsafe practices may be directed to your supervisor. All governmental
agency   inspections   (for  example,   the   Occupational   Safety  and  Health
Administration,   the  Environmental   Protection   Agency,  the  Department  of
Transportation,  and the Department of Labor) should be immediately  reported to
the legal department of the Company or the Company's Compliance Officer.

         J. COMPLIANCE WITH FAIR COMPETITION LAWS

         Fair  competition  laws  (such as  anti-trust  laws)  were  enacted  to
preserve  competition.  As a general  rule,  these laws  prohibit  conduct  that
unlawfully  restrains  trade or seeks to maintain a monopoly  in any market.  No
employee  should engage in any behavior that violates fair trade laws.  Examples
of  prohibited  conduct  include,  but are not limited to (i)  agreements  among
buyers of a product or service to  establish  a common  price or (ii)  pricing a
product  or  service at a level  below its cost for the  purpose of driving  out
competition.

         Any  questions  as to whether a specific  practice  constitutes  unfair
competition  or  otherwise  violates  anti-trust  laws should be directed to the
Compliance Officer or the Legal Department.

         K. PROHIBITION ON INSIDER TRADING AND DISCLOSURE OF INSIDE INFORMATION

         As addressed in further detail in the Company's current Insider Trading
Policy,  trading  in the  Company's  securities  when in  possession  of  inside
information or unauthorized  disclosure to others of such information is illegal
and  strictly  prohibited.  Inside  information  includes  information,   either
positive  or  negative,  about the  Company's  business,  operations,  assets or
ownership  that has not been  publicly  disclosed  and that would  reasonably be
expected  to result in a change in the  market  price or value of the  Company's
securities.

         Examples  of inside  information  include,  but are not  limited to (i)
financial information or projections, (ii) news of a pending or proposed merger,
acquisition, or sale of assets, alliances, or strategic partnerships, (iii) gain
or loss of a substantial  vendor,  customer or contract,  (iv)  significant  new
product  announcements or technological  developments,  (v) significant  pricing
changes,  (vi)  financial  liquidity  problems,  (vii)  significant  actions  by
regulatory  bodies  (viii)  major  changes  in senior  management  or (ix) major
disputes with material  contractors or suppliers.  Employees are prohibited from
trading  based on inside  information  about the  Company or any other  company.
Employees  are  also  prohibited  from  disclosing  (even   inadvertently)  such
information.

         The rules on inside  trading  do not  prohibit  the  exercise  of stock
options or  purchase  of shares  pursuant to any stock plan that may be adopted.
The sale of shares acquired  pursuant to the exercise of a stock option or stock
plan rights are governed by the rules  pertaining  to inside  trading,  however,
officers,  members of the Board of Directors and other specified individuals may
be subject to  additional  limitations  with  regard to  trading  the  Company's
securities.


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