EXHIBIT 10.2

                              CONSULTING AGREEMENT

This agreement is made effective as of this 14th day of May, 2OOl by and between
Equity  Technologies  &  Resources,  Inc.,  a  Delaware  corporation,  with  its
principal  place of business at 1050 Chinoe Road,  Suite 304 Lexingon,  Kentucky
40502  (hereinafter  referred to as ETCR), and Harry M. Zachem of 2928 Eastbrook
Court, Lexington, Kentucky 40502 (hereinafter referred to as "Consultant")

     WHEREAS,  Consultant  has  expertise  in  governmental  relations,  matters
involving  legislative and political issues,  as well as personal  relationships
and acquaintances with many individuals involved in government, at all levels;

     WHEREAS,  Consultant is willing to provide  services in the above areas for
and on behalf of ETCR; and

     WHEREAS,  ETCR desires to have Consultant  perform such services for and on
its behalf; and

     NOW,  THEREFORE,  for  and in  consideration  of the  mutal  covenants  and
promises  contained  herein,  and other good and valuable  consideration,  it is
hereby agreed as follows:

l.   DESCRIPTION OF SERVICES.  Beginning on the 1st day of July 2001, Consultant
     agrees to provide  and will  continue  to provide  the  following  services
     including  assisting  in  developing a plan to  systematically  license the
     Verified Prescription Safeguards, Inc. system to state regulatory agencies,
     including  the  K.A.S.P.E.R.  system in Kentucky;  developing a legislative
     scheme for those states that do not currently  have a system for regulating
     prescriptions   for  controlled   substances;   developing   contracts  and
     relationships  with individuals and other entities that would be beneficial
     to the business of ETCR, and any other services in these general areas that
     may reasonably be asked of the Consultant.  These consulting services shall
     be  provided  through  the 30th day of June 2002.  after  that  time,  this
     contract will be  terminated or renewed by mutual  agreement of the parties
     hereto.

2.   PERFORMANCE  OF  SERVICES.  The  manner  in which  the  Services  are to be
     performed  and the  specific  hours to be  worked  by  Consultant  shall be
     determined  by  Consultant.  ETCR will rely on  Consultant  to work as many
     hours as may be reasonably  necessary to fulfill  Consultant's  obligations
     under this  Agreement  relative to the  payments to made to the  Consultant
     hereunder.

3.   PAYMENT.  ETCR will pay a fee to Consultant  for the Services  based on the
     following terms: ETCR will pay to Consultant for the service a retainer fee
     of  $2,500.00  per month.  This fee shall be payable  monthly on the 1st of
     each month,  but no later than the tenth day of the month,  which pamyments
     shall be made for services  rendered the preceding month.  Upon termination


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     of the  Agreement,  payments under this  paragraph  shall cease:  provided,
     however  that  Consultant  shall be  entitled  to  payments  for periods or
     partial  periods that  occurred  prior to the date of  termination  and for
     which Consultant has not yet been paid. The parties agree that a portion of
     the  salary may be paid in S-8 stock if cash is not  immediately  available
     and as a bonus/  incentive  ETCR herewith  issues to the  Consultant  Fifty
     Thousand  (50,000)  Registered  and Free  Trading  Shares of Class A Common
     Stock of Equity Technologies & Resources, Inc.

4.   EXPENSE  REIMBURSEMENT.  Consultant shall be entitled to reimbusement  from
     ETCR for all reasonable  "out-of-pocket" expenses,  provided they have been
     pre-approved prior to incurrence.

5.   RELATIONSHIP  OF  PARTIES.  The parties  understand  the  Consultant  is an
     independent contractor with respect to ETCR and not an employee of ETCR.

6.   INJURIES.  Consultant  acknowledges  his  obligation to obtain  appropriate
     insurance coverage for the benefit of himself and family. Consultant waives
     any  right to  recovery  from ETCR for any  injuries  that  Consultant  may
     sustain while performing services under this agreement that are a result of
     his negligence.

7.   CONFIDENTIALITY AND INTELLECTUAL PROPERTY.  Consultant recognizes that ETCR
     has and will  create the  following  information  that may become  known to
     Consultant:

          *    Inventories
          *    Machinery
          *    Prices
          *    Apparatus
          *    Costs
          *    Discounts
          *    Trade Secrets
          *    Technical information
          *    Product design information
          *    Copyrights
          *    Intellectual property
          *    Proprietary property

     And either proprietary information (collectively,  "information") which are
     valuable,  special and unique assets of ETCR and need to be protected  from
     improper  disclosure.  In consideration for the necessary disclosure of the
     information,  Consultant  agrees  that  it will  not at any  time or in any
     manner,  either directly or indirectly,  use any information  improperly or
     divulge,  disclose,  or  communicate  in any  improper  manner  any  proted



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     information  to any  unauthorized  third party without the prior consent of
     ETCR.  Consultant  will  protect the  information  and treat it as strictly
     confidential.  Conversely,  all trade secrets and  proprietary  information
     regarding the activities of Consultant  shall be held in strict  confidence
     by  ETCR.  Any  violation  of this  paragraph  by  either  party  shall  be
     considered a material violation of this Agreement.

8.   NOTICES. All notices required or permitted under this Agreement shall be in
     writing  and  shall be  deemed  delivered  when  delivered  in  person,  by
     Registered Mail, or properly acknowledged by Federal Express,  addressed as
     follows:

        If for ETCR:            Equity Technologies & Resources, Inc.
                                Frank G. Dickey, Jr., President
                                1050 Chinoe Road,  Suite 304
                                Lexingon,  Kentucky 40502

        If for Consultant:      Harry M. Zachem
                                2928 Eastbrook Court
                                Lexington, Kentucky 40502

     Such  address my be changed  from time to time by either party by providing
     written notice to the other in the manner set forth above.

9.   ENTIRE AGREEMENT / CONTRACTUAL CAPACITY. This Agreement contains the entire
     agreement of the parties and there are no other  promises or  conditions in
     any other agreement whether oral or written.  This Agreement supercedes any
     prior written or oral agreements between the parties. The parties stipulate
     that  the  signatories  to  this  agreement  have  full  authorization  and
     contractual capacity on behalf of their respective organizations.

10.  AMENDMENT.  This  Agreement  may be modified or amended if the amendment is
     made in writing and is signed by both parties.

11.  SEVERABILITY.  If any  provisions  of this  Agreement  shall  be held to be
     invalid or unenforceable  for any reasons,  the remaining  provisions shall
     continue to be valid and  enforceable.  If a court finds that any provision
     of this  Agreement is invalid or  unenforceable,  but that by limiting such
     provision it would become valid and enforceable,  then such provision shall
     be deemed to be written, and enforced as so limited.

12.  WAIVER OF  CONTRACTUAL  RIGHT.  The failure of either  party to enforce any
     provision  of  this  Agreement  shall  not  be  construed  as a  waiver  of
     limitation  of that  party's  right to  subsequently  enforce and  complete
     strict compliance with every provision of this Agreement.



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13.  APPLICABLE  LAW.  This  Agreement  shall be governed by and be  interpreted
     under  the laws of the  State of  Kentucky,  without  giving  effect of the
     principles  of conflict of laws,  with all parties  agreeing that any legal
     action  arising  from a breach of the  agreement  shall be  brought  in the
     Courts  of  Fayette  County,  Kentucky,  which  shall  have  the  exclusive
     jurisdiction over the subject matter and the parties to this agreement.

     Executed by the parties hereto this 14th day of May, 2001


EQUITY TECHNOLOGIES & RESOURCES, INC.



By: /s/ Frank Dickey                    /s/ Maury K. Zachem
------------------------------          ---------------------------
Frank G. Dickey, Jr. President          Witness


By: /s/Harry M. Zachem                  /s/ Maury K. Zachem
------------------------------          ---------------------------
Harry M. Zachem                         Witness



























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