EXHIBIT 10.16
PROMISSORY/CONVERTIBLE NOTE
$4,000.00
Date: March 18, 2005
FOR
VALUE RECEIVED, the
undersigned,
Verified Prescription Safeguards,
Inc., a Florida Corporation, with its principal place of business
at Post Office
Box 12012, Lexington,
Kentucky 40579 ("Maker"), promises to pay to the order of
JAMES KEMPER MILLARD, 2580 Waterwild Lane, Lexington, Kentucky 40511 ("Payee"),
the principal sum of Four Thousand Dollars and no/100 ($4,000.00),
together with
interest accrued
thereon (calculated on
the basis of a 365-day year) at a rate
of ten per cent (10%) per annum from the date hereof until this Note is paid in
full. Interest payments will be paid at maturity.
1. Re-Payment.
Maker will re-pay this the principal of this Note, with
interest thereon, to Payee on March 31, 2006, at the aforementioned
address
of
Payee or at such other place as designated, in writing, by
Payee.
2. Option To
Convert Note.
Payee at Payee's
sole option may convert said
promissory/convertible note to Class A Common Shares of Equity
Technologies
& Resources, Inc.,
stock equal in value
to the principal
amount of this
Note, with accrued interest thereon, calculated at ninety per cent
(90%) of
the
average bid price of said stock, in U.S. Dollars, for the five
business
(trading) days
immediately
preceding
and the five days immediately
following March 31,
2006. If conversion
is declined,
re-payment of note
shall occur as provided in paragraph (1) above.
3. Original
Prepayment.
Maker shall not have the right to prepay
all or any
part
of the principal of this Note. (See 2 above)
4. Events
of Default and Remedies. At the option of Payee, the entire
principal balance of,
together with all accrued and unpaid
interest on,
this
Note shall at once become due and payable, without further notice or
demand, upon the
occurrence at any time of any of the following events or
default ("Events of Default"):
(i)
Failure of Maker to make any payment of accumulated interest and
principal on this Note, as and when the same becomes due and payable,
in
accordance with the terms hereof, and such failure continues for a period
of
five days after the receipt by Maker of written notice from Payee
of the
occurrence of such failure;
(ii)
Maker shall (a) become insolvent, (b) voluntarily seek, consent to,
acquiesce in
the benefit or benefits of any Debtor Relief Law (as
hereinafter defined) or (c) become party to (or be made the subject
of) any
proceeding provided by
any Debtor Relief Law,
other than as a creditor or
claimant, that could
suspend or otherwise
adversely affect the
rights of
Payee granted
hereunder
(unless
in the
