CONVERTIBLE
      NOTE CONVERSION AGREEMENT


    


    THIS
      CONVERTIBLE NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of March 7,
      2007 by and among EQUICAP, INC., a Nevada corporation (the "Company”) and
      FOUNTAINHEAD CAPITAL PARTNERS LIMITED, an entity registered in Jersey, the
      holder of the Company's Convertible Note due December 31, 2007 (the “Note”)
      (“Holder”).

    


    A.
       WHEREAS,
      the Company has previously issued the Note which has a current outstanding
      principal balance together with accrued interest of approximately
      $100,000.

     

    B.
       WHEREAS,
      the Holder has acquired the Note as a result of loans and advances it had made
      to the Company for purposes of working capital.

    


    C.
       WHEREAS,
      the Company and Usunco Automotive Limited (“Usunco”) and the stockholders of
      Usunco, have entered into a Share Exchange Agreement, dated as of March 7,
      2007
      (the "Share Exchange Agreement") pursuant to which the stockholders of Usunco
      will become stockholders of the Company (the "Share Exchange"). 

     

    D.
       WHEREAS,
      as a condition to the closing of the Share Exchange (the "Closing") and the
      other transactions contemplated by the Share Exchange Agreement, Usunco and
      the
      Company have required that the Holder shall have executed and delivered this
      Agreement, pursuant to which the Note shall be cancelled and converted into
      an
      aggregate of no more than 702,132 shares of Common Stock, $0.001 par value,
      of
      the Company (the "Common Stock") immediately after the Closing of the Share
      Exchange (as defined in the Share Exchange Agreement).

    


    E.
       WHEREAS,
      the Holder wishes to convert all outstanding unpaid principal and interest
      owed
      pursuant to the Note into shares of Common Stock in accordance with the terms
      of
      this Agreement. 

    


    NOW,
      THEREFORE, in consideration of the premises and of the covenants and agreements
      hereinafter set forth and for other good and valuable consideration the receipt
      and sufficiency of which is hereby acknowledged, the parties hereby covenant
      and
      agree as follows:

    


    1. Agreement
      to Convert Note into Shares. 

    


    1.1 Conversion;
      Cancellation of Note.
      

    


        (a)
       Conversion.
      The
      Holder hereby agrees that at the Closing of the Share Exchange, the amount
      of
      outstanding principal and/or accrued but unpaid interest owed to Holder pursuant
      to the Note shall be automatically converted into the right to receive 702,132
      of shares of Common Stock ("Shares"). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Irrevocable
      Election.
      Holder
      agrees that the decision to convert the Note pursuant to this Agreement is
      irrevocable and is contingent solely upon Closing of the Share Exchange. Holder
      agrees that, without the prior written consent of the Company, following the
      date of this Agreement until the earlier of (i) Closing of the Share Exchange
      or
      (ii) termination of the Share Exchange Agreement in accordance with its terms
      for reasons other than a breach by the Company, such Holder shall not directly
      or indirectly sell, assign, hypothecate or otherwise transfer or purport to
      transfer all or any portion of the Note or the Shares issuable upon conversion
      thereof.

    


     (c)
       Cancellation
      of the Note.
      Holder
      agrees that, as of the Closing, Holder shall have no further rights under the
      Note and such Note shall be deemed cancelled and of no further force and effect.
      Prior to the Closing, Holder shall deliver the original Note to the Company
      (or
      its designee) duly endorsed for transfer to the Company. Promptly following
      the
      Closing, the Company shall deliver or cause its transfer agent to deliver to
      Holder, the number of Shares designated in accordance with Section 1.1(a) above;
      provided, however, that to the extent that Holder does not deliver the original
      Note prior to Closing, upon surrender of the duly endorsed original Note to
      the
      Company (or its designee), the Holder shall be entitled to receive (and the
      Company shall promptly issue or cause to be issued) in exchange therefor the
      number of Shares issuable pursuant to Section 1(a) above. From and after the
      Closing, Holder shall have no rights with respect to the Note other than to
      surrender the original Note and receive Shares in exchange
      therefor.

    


    (d) Lost
      Note.
      In the
      event that the Note has been lost or destroyed, the Holder of such Note shall,
      as a condition to receipt of any Shares in exchange therefore, execute and
      deliver to the Company an indemnity agreement, in such customary form as is
      reasonably acceptable to the Company, indemnifying the Company for any loss
      or
      damages resulting from or arising out of the loss of such original
      Note.

    


    2. Representations
      and Warranties of Holder.
      Holder
      hereby represents, warrants and agrees with the Company that:

     

    2.1 Authorization;
      Outstanding Notes.
      Holder
      has full power and authority to enter into the Agreement. The Agreement, when
      executed and delivered by Holder, will constitute a valid and legally binding
      obligation of Holder, enforceable in accordance with its terms.
      Holder
      is the only person with a direct or indirect interest in the Note being
      converted into Shares under this Agreement. Neither the Note nor any interest
      therein has been sold, assigned, transferred or hypothecated by Holder and
      Holder has not entered into any agreement or arrangement to sell, assign,
      transfer or hypothecate all or any portion of the Note. The Note is owned by
      Holder free and clear of any claims, liens or encumbrances. To the best
      knowledge of Holder, the aggregate principal amount of the Note is as set forth
      in Recital A to this Agreement. 

    


    2.2 Accredited
      Investor.
      Holder
      is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
      D promulgated under the Securities Act of 1933, as amended (the “Securities
      Act”). Holder is experienced in evaluating and investing in securities of
      companies in a similar stage of development and is able to fend for itself
      and
      can bear the economic risk of an investment in the Shares. 

     

    
      
        
        

      

      
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    2.3 Acquisition
      Entirely for Own Account.
      This
      Agreement is made with Holder in reliance upon Holder's representation to the
      Company, which by Holder’s execution of this Agreement Holder hereby confirms,
      that the Shares to be acquired by Holder will be acquired for investment for
      Holder's own account, not as a nominee or agent, and not with a view to the
      resale or distribution of any part thereof (other than sales in accordance
      with
      applicable state and federal securities laws). By executing this Agreement,
      Holder further represents that Holder does not presently have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant
      participation to such person or to any third person, with respect to any of
      the
      Shares and Holder has not been formed for the specific purpose of acquiring
      the
      Shares.

     

    2.4 No
      Public Market.
      Holder
      understands that there can be no assurance that a liquid public market for
      the
      Shares will ever exist.

     

    2.5 Restricted
      Securities.
      Holder
      understands that the Shares have not been registered under the Securities Act
      by
      reason of a specific exemption from the registration provisions of the
      Securities Act which depends upon, among other things, the bona fide nature
      of
      the investment intent and the accuracy of Holder’s representations as expressed
      herein. Holder understands that the Shares will be “restricted securities” under
      applicable U.S. federal and state securities laws and regulations, and that
      pursuant to these laws, Holder may only resell the Shares if they are registered
      with the Securities and Exchange Commission and qualified by state authorities
      or an exemption from such registration and qualification requirements is
      available. Holder further acknowledges that if an exemption from registration
      or
      qualification is available, it may be conditioned on various requirements
      including, but not limited to, the time and manner of sale, the holding period
      for the Shares, and requirements relating to the Company which are outside
      of
      Holder’s control and which the Company is under no obligation, and may not be
      able, to satisfy.

     

    2.6 Legends.
      It is
      understood and agreed that the Shares, and any securities issued in respect
      thereof or exchange therefor, may bear a legend substantially the same as the
      following legend as well as any legend required by the Blue Sky laws of any
      state of the United States to the extent such laws are applicable to the Shares
      represented by the certificate so legended:

    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
      OTHERWISE DISTRIBUTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
      THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND
      LAWS."


     

    
      
        
        

      

      
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    3. Representations
      and Warranties of the Company.
      The
      Company hereby represents, warrants and agrees with each Holder
      that:

     

    3.1.
       Authorization
      of Shares.
      The
      Shares upon issuance in accordance with the terms of this Agreement shall be
      duly authorized, validly issued, fully paid and nonassessable.

    


    3.2 Authority.
      The
      Company has the power and authority to deliver and perform this Agreement and
      to
      make the representations and warranties contained herein. 

    


    3.3 Noncontravention.
      Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby or compliance with the terms and conditions
      hereof by the Company will violate or result in a breach of any term or
      provision of any material agreement to which the Company is bound or is a party,
      or the Company’s Certificate of Incorporation or By-Laws, or be in conflict with
      or constitute a default under, or cause the acceleration of the maturity of
      any
      obligation of the Company under any existing agreement or violate any order,
      writ, injunction, decree, statute, rule or regulation applicable to the Company
      or any of its properties or assets, the effect of which would be to impair
      the
      performance by the Company of its obligations hereunder or the receipt by the
      Holders of the Shares. 

    


    3.4 Enforceability.
      This
      Agreement has been duly and validly executed by the Company and constitutes
      the
      valid and binding obligation of the Company, enforceable against it in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency or other laws affecting creditors' rights generally
      or by
      limitations on the availability of equitable remedies.

    


    4. Resale
      of Shares.

    


    4.1 Registration
      Rights.
      As a
      material inducement to Holder to enter into this Agreement, the Company shall
      have entered into a registration rights agreement with the Holder and the form
      and substance of such registration rights agreement shall be reasonably
      satisfactory to the Holder. 

    


    4.2  144
      Sales.
      The
      Company shall use its best efforts to timely file all documents and reports
      required under the Exchange Act to meet the “Current Public Information”
requirements of subsection (c) of Rule 144 under the Securities Act (“Rule
      144”). Further, the Company will use its best efforts to cooperate with Holders,
      and its respective agents, in order to facilitate sales by the Holder of Shares
      pursuant to Rule 144. 

    


    4.3 Legal
      Opinion re: Transfers of Certain Holder Shares.
      Any
      legal opinion required to be rendered in connection with any transfer of the
      Holder’s shares issuable on the conversion of the Convertible Note shall be
      rendered by Robert L. B. Diener or his duly-appointed designee. 

    


    5. Indemnification
      of Company.
      Holder
      agrees to indemnify and hold harmless the Company and each of its respective
      officers, directors, agents, attorneys, accountants and affiliates from and
      against all damages, losses, costs and expenses (including reasonable attorneys'
      fees) that they may incur by reason of the failure of Holder to fulfill any
      of
      the terms or conditions of this Agreement, or by reason of any breach of the
      representations and warranties made by Holder herein or in any other document
      provided by Holder to the Company in connection with the transactions
      contemplated hereby. 

     

    
      
        
        

      

      
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    6. Indemnification
      of the Holder.
      The
      Company agrees to indemnify and hold harmless Holder and each of its respective
      successors and assigns from and against all damages, losses, costs and expenses
      (including reasonable attorneys' fees) that they may incur by reason of the
      failure of the Company to fulfill any of the terms or conditions of this
      Agreement, or by reason of any breach of the representations and warranties
      made
      by the Company herein or in any other document provided by the Company to such
      Holder in connection with the transactions contemplated hereby. 

    


    7. Nontransferability
      of Agreement.
      This
      Agreement is not transferable or assignable by Holder without the written
      consent of the Company.

    


    8. Successors
      and Assigns.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties (including
      permitted transferees of any of the Note or Shares). Nothing in this Agreement,
      express or implied, is intended to confer upon any party other than the parties
      hereto or their respective successors and assigns any rights, remedies,
      obligations, or liabilities under or by reason of this Agreement, except as
      expressly provided in this Agreement.

    


    9. Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed in all respects
      by
      the laws of the State of New York. 

    


    10. Amendments;
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      instrument. This Agreement may only be amended by written agreement of Holder
      and the Company. 

    


    11. Entire
      Agreement; No Reliance on Other Information.
      This
      Agreement, and the documents referred to herein or contemplated hereby
      constitute the entire agreement between the parties hereto pertaining to the
      subject matter hereof, and any and all other written or oral agreements relating
      to the subject matter hereof existing between the parties hereto are expressly
      canceled. Holder acknowledges and agrees that, other than as specifically
      contained or referenced in or specifically contemplated by this Agreement,
      Holder has not relied on and no person (including, but not limited to, Usunco)
      has provided any information (whether written or oral) to, or made any
      representation, warranty or promise relating to, the Shares, the Share Exchange,
      or Holder’s decision to enter into this Agreement. 

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have signed this Agreement as of the date
      set
      forth above.

    
      	 	 	 
	 	EQUICAP,
              INC., a
              Nevada corporation
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Thomas
              W. Colligan, President


    

     

    
      	 	 	 
	 	
              FOUNTAINHEAD
                CAPITAL PARTNERS 

              LIMITED,
                an entity registered in Jersey

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Robert L. B. Diener

              
                Attorney-in-fact

              

            


    

     

    
      
        
        

      

      
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