EXHIBIT 10.7

                      PATENT LICENSE AGREEMENT AND RELEASE


     This Patent  License  Agreement (the  "Agreement"),  dated as of January 5,
2004  ("Effective  Date"),  is  by  and  among  between  Equity  Technologies  &
Resources,  Inc.,  with its principal place of business at 325 West Main Street,
Lexington,  Kentucky 40507 ("ETCR");  Verified Prescription Safeguards,  Inc., a
wholly-owned subsidiary of ETCR with its principal place of business at 325 West
Main Street,  Lexington,  Kentucky 40507 ("VPS");  EnvoiiHealthcare,  L.L.C.,  a
Nevada limited  liability  company with its principal  place of business at 2225
East Randol Mill Road, Suite 305,  Arlington,  Texas 76011  ("Envoii");  and VPS
Holding,  LLC, a Kentucky limited liability company and wholly-owned  subsidiary
of Envoii  with its  principal  place of  business  at 6031  Russell  Cave Road,
Lexington, Kentucky 40501 ("VPSH"), and.

                                   BACKGROUND:

     A.  ETCR and VPS have  pursued  the  development  of  certain  intellectual
property and know-how related to prescription drug monitoring  databases for use
in a controlled substance prescription environment,  as well as by third parties
in non-controlled substance prescription environments (the "Technologies").

     B. ETCR,  VPS and VPSH  entered into that  certain  Assignment  and License
dated as of April  23,  2003,  pursuant  to which all of the  rights,  title and
interest  of ETCR  and  VPS in and to that  certain  patent  application  number
60/421,799,  filed October 29, 2002 (the "Patent  Application") and licensed the
Technologies  were  transferred  and  assigned  to VPSH (the  "Original  License
Agreement")  and the  parties  now  desire to  terminate  the  Original  License
Agreement,  ab initio,  and grant to VPSH the license rights to the intellectual
property contained in the Patent Application and to the Technology  contained in
this Agreement.

     C. ETCR, VPS, VPSH and Envoii had entered into a Joint Venture Agreement on
April 23, 2003 (the  "Venture  Agreement"),  and will,  simultaneously  with the
execution of this Agreement, terminate the Venture Agreement.

     D.  Envoii  has  proposed  to  acquire  VPSH  and as a  condition  to  such
acquisition has required that the parties hereto enter into this Agreement.

     E.  VPSH has been  awarded a  contract  by the  State of  Kentucky  for the
development  and  deployment of a  prescription  drug  monitoring  pilot project
utilizing the  Technologies,  the  intellectual  property  claimed in the Patent
Application (the "Pilot Project").

     F. Each of ETCR,  VPS,  VPSH and Envoii will derive  benefits from entering
into this Agreement and hereby acknowledge such benefits.

                                   AGREEMENTS:

     NOW,  THEREFORE,   in  consideration  of  the  premises,   covenants,   and
obligations provided in this Agreement, the parties agree as follows:

1. Termination and Release of Original License Agreement.

     1.1 ETCR, VPS and VPSH hereby terminate the Original License  Agreement and
     declare it null and void, ab initio.

     1.2 Each of ETCR,  VPS and  VPSH,  on its own  behalf  and on behalf of its
     directors,   partners,   officers,   agents,   successors,   heirs,   legal
     representatives  and assigns of each of the  foregoing  (collectively,  the
     "Releasors"),  hereby release,  acquit and forever  discharge the other and



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     their  respective  directors,   officers,   employees,   and  heirs,  legal
     representatives,  agents  and  attorneys,  and  each  of  their  respective
     successors  and  assigns   (collectively,   the   "Releasees")   from,  and
     extinguishes,  any and all claims,  demands, debts, damages, costs, losses,
     expenses,  commissions,  actions,  causes of action,  rights,  liabilities,
     obligations and choses in action of whatever nature or type,  whether known
     or unknown, which any of the Releasors have, ever had or may have, or which
     have been, or could have been, or in the future  otherwise  might have been
     asserted in connection with the Original License Agreement, occurring on or
     prior to the date hereof.  Notwithstanding the foregoing, in no event shall
     this  paragraph  operate to  release  any of  Releasees  from any claims or
     liability  resulting  from a  breach  of the  representations,  warranties,
     covenants and agreements of the Releasees contained in this Agreement.

2. Termination and Release of Venture Agreement.

     2.1 ETCR, VPS, VPSH and Envoii hereby  terminate the Venture  Agreement and
     declare it null and void, ab initio.

     2.2 Each of ETCR, VPS, VPSH and Envoii,  on its own behalf and on behalf of
     its  directors,   partners,  officers,  agents,  successors,  heirs,  legal
     representatives  and assigns of each of the  foregoing  (collectively,  the
     "Venture  Releasors"),  hereby  release,  acquit and forever  discharge the
     other and their respective directors, officers, employees, and heirs, legal
     representatives,  agents  and  attorneys,  and  each  of  their  respective
     successors and assigns  (collectively,  the "Venture  Releasees") from, and
     extinguishes,  any and all claims,  demands, debts, damages, costs, losses,
     expenses,  commissions,  actions,  causes of action,  rights,  liabilities,
     obligations and choses in action of whatever nature or type,  whether known
     or unknown,  which any of the Venture Releasors have, ever had or may have,
     or which have been,  or could have been, or in the future  otherwise  might
     have been asserted in connection with the Venture  Agreement,  occurring on
     or prior to the date hereof.  Notwithstanding  the  foregoing,  in no event
     shall this paragraph  operate to release any of Venture  Releasees from any
     claims  or  liability  resulting  from a  breach  of  the  representations,
     warranties,  covenants and agreements of the Venture Releasees contained in
     this Agreement.

3. Grant of License.

     3.1 ETCR and VPS hereby  grant to VPSH,  its  successors  and  assigns,  an
     exclusive, perpetual, world-wide, sub-licenseable, right and license to all
     of the respective rights, title, and interest of ETCR and VPS in and to (a)
     the  Technologies,  (b)  the  Patent  Application,  and  (c)  any  and  all
     intellectual  property  claimed  under the  Patent  Application  or related
     thereto, together with all rights to recover damages for past, present, and
     future  infringement of the Technologies and any patent that may issue from
     the Patent Application, anywhere in the world.

     3.2 ETCR and VPS each hereby agree to  reasonably  assist and  cooperate in
     all  respects  with VPSH and its  attorneys  and agents,  and will  execute
     documents and take such further acts  reasonably  requested by VPSH and its
     attorneys and agents, to acquire,  evidence and perfect the license in VPSH
     to the Technologies,  the Patent Application and any intellectual  property
     claimed thereunder.



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     3.3 ETCR and VPS each  hereby  agree to continue  to  prosecute  the Patent
     Application and any continuations, continuations-in-part,  divisionals, and
     continued prosecution  applications derived therefrom.  Notwithstanding the
     foregoing,  in the  event  that  ETCR and VPS do not  take the  appropriate
     actions  to  prosecute  the  Patent   Application  or  any   continuations,
     continuations-in-part,  divisionals, and continued prosecution applications
     derived  therefrom,  VPSH  may do so and  all  costs  and  expenses  may be
     deducted  by  VPSH  from  any  royalty  payments  due to  ETCR  under  this
     Agreement.

     3.4 ETCR and VPS will provide VPSH and its representatives  with access to,
     at reasonable  times and upon  reasonable  notice,  relevant  documents and
     records  pertaining  to the  conception  and  reduction  to practice of the
     inventions  disclosed in the Patent  Application and  Technology,  and will
     permit MBH and its representatives to make copies of the same.

4. Royalties.

     4.1 In  consideration  of the rights granted to VPSH under this  Agreement,
     VPSH will pay ETCR the following royalties:

          (a) An initial  royalty of two-thirds  (2/3) of the first  $150,000 in
     gross  revenues,  received by VPSH from the State of Kentucky in connection
     with the Pilot  Project.  In the event the  State of  Kentucky  extends  or
     expands the Pilot Project,  the parties agree that all revenues received in
     connection  with such extension or expansion  shall be the sole property of
     VPSH.

          (b) For all other projects incorporating or utilizing the intellectual
     property described in the Patent Application or the Technology,  VPSH shall
     pay a royalty of:

               (i)  Twenty-five  percent  (25%) of the Net  Revenues (as defined
          below) if the project was  undertaken by VPSH as a direct result of an
          initial introduction to the customer by ETCR; or
               (ii) Five  percent  (5%) of the Net  Revenues  if the project was
          undertaken by VPSH without an initial  introduction to the customer by
          ETCR.

     For  purposes  of this  Section  3.1,  "Net  Revenues"  means the  revenues
     actually  received  by VPSH from the  applicable  project,  less the direct
     costs incurred by VPSH in connection with  performing the project  (limited
     to development,  engineering,  and training and  communication  costs).  To
     receive the royalty percentage  specified in Section  3.1(b)(i),  ETCR must
     provide VPSH with a written list of potential contacts prior to engaging in
     any  marketing  of VPSH  services  to such  contacts.  VPSH may  remove any
     potential customer from he contact list provided by ETCR if VPSH or another
     representative  or agent of VPSH has  previously  contacted  such potential
     customer. Only agreements with customers listed on ETCR's approve list will
     be eligible for the royalty percentage specified in Section 3.1(b)(i).

     4.2  Royalties  will accrue at the time VPSH receives the revenues from the
     applicable  project,  and will be due and  payable on a calendar  quarterly
     basis,  on or  before  the last  business  day of the month  following  the



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     calendar  quarter in which such amounts are received.  Notwithstanding  the
     foregoing,  VPSH may withhold  twenty-five  percent  (25%) of any royalties
     accrued  on a project  until  completion  of that  project  to ensure  that
     royalties are paid only on Net Revenues.  Any royalty holdback will be paid
     to ETCR within thirty (30) days after completion of the applicable project.
     VPSH will also provide ETCR with a monthly  report within ten business days
     after the end of each calendar  month,  detailing the project  revenues and
     associated  costs, the total royalty accrued for the immediately  preceding
     calendar month and the calculations used to arrive at those amounts.

     4.3 All past due  royalties  will accrue  interest at the lesser of (a) one
     and one-half  percent (1 1/2%) per month, or (b) the maximum rate permitted
     by applicable law, in each case, from the date due until fully paid.

     4.4 VPSH will permit ETCR, once per year, to audit VPSH's books and records
     related to the use of the Software, at reasonable times and with reasonable
     notice,  for the purpose of  verifying  VPSH's  adherence  to the terms and
     conditions of this Agreement. Any audit requested by ETCR will be conducted
     during  VPSH's  regular  business  hours,  will comply  with VPSH's  normal
     security  procedures,  and  will not  unreasonably  interfere  with  VPSH's
     business operations.  All out-of-pocket costs associated with an audit will
     be paid by ETCR,  unless the audit discovers (a) that VPSH is violating the
     terms and restrictions of the licenses granted in this Agreement;  or (b) a
     discrepancy of five percent (5%) or more in the royalties reported to ETCR,
     in which case all out-of-pocket costs will be paid by VPSH.

5. Termination.

     5.1 Subject to Section 4.2 below, the term of this Agreement is perpetual.

     5.2 Notwithstanding the term of this Agreement,

          (a) ETCR and VPSH shall  have the right to  terminate  this  Agreement
     upon a  material  default  by the  other  party  of any of its  obligations
     hereunder, if such default has not been cured within thirty (30) days after
     receipt of written notice from the other party of the alleged default; and

          (b) ETCR shall have the right,  but not the  obligation,  to terminate
     this Agreement if VPSH files a petition in bankruptcy or in case a petition
     in  bankruptcy  is filed  against VPSH and said  petition is not  dismissed
     within ninety (90) days thereafter,  or VPSH is adjudged  bankrupt or shall
     make  a  general  assignment  for  the  benefit  of  its  creditors  or any
     assignment  in the  nature  of  such a  general  assignment,  or in  case a
     receiver is appointed for its business.

6. Infringement.

     6.1 ETCR and VPS shall  jointly and  severally  indemnify,  defend and hold
     harmless VPSH, its parent, subsidiaries,  affiliates and customers (each an
     "Indemnitee" and collectively,  the "Indemnities") from and against any and
     all damage,  expense,  liability,  and cost  (including  attorneys fees and
     expenses)  arising out of any suit,  demand,  claim,  action or  proceeding
     brought   against  VPSH  based  upon  any  alleged   infringement   by  the
     intellectual  property covered by the Patent Application or the Technology,
     of the patents, copyrights or mask work rights owned by any third party, or
     upon any alleged  disclosure or misuse by ETCR or VPS of trade secrets of a



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     third party.  VPSH agrees to provide  prompt written notice to ETCR and VPS
     upon receipt by any  Indemnitee  of any suit,  claim,  action or proceeding
     alleging such infringement  (provided however,  that the failure to provide
     prompt  notice will not relieve or release  ETCR or VPS of thier  indemnity
     obligation,  except to the extent it has been prejudiced by the delay), and
     ETCR and VPS shall  have the right to defend  such suit,  claim,  action or
     proceeding at its own expense.  Such  Indemnitee  may  participate  in such
     defense at its own expense and will reasonably cooperate with ETCR and VPS,
     at the expense of ETCR and VPS, in the defense thereof. Notwithstanding the
     foregoing,  in the event  that a  settlement  would  require  any action or
     inaction by Indemnitee  (including  payments not covered under the terms of
     this  Agreement),  neither  ETCR  nor VPS may  enter  into  the  settlement
     agreement without Indemnitee's  written consent,  which consent will not be
     unreasonably withheld.

7. Representations and Warranties.

     7.1 ETCR and VPS jointly and severally  represent,  warrant and covenant to
     VPSH and Envoii that as of the date hereof:

          (a) Each is a corporation duly organized, validly existing and in good
     standing  under  the  laws of the  State  of its  organization,  with  full
     corporate  power to carry  on its  business  and  activities  as now  being
     conducted.

          (b) This Agreement has been duly authorized, executed and delivered by
     each of ETCR and  VPS.  Each of ETCR and VPS has the  corporate  power  and
     authority  to enter  into this  Agreement  and to perform  its  obligations
     hereunder.  No other act, approval or proceeding on the part of either ETCR
     and VPS is or will be required to authorize  the  execution and delivery of
     this  Agreement,  or  the  consummation  of the  transactions  contemplated
     hereby.

          (c) The  execution  and  delivery  by  each  of  ETCR  and VPS of this
     Agreement will not, and the fulfillment of and compliance by either ETCR or
     VPS with the terms, conditions and provisions hereof will not, (i) conflict
     with any of the  terms,  conditions  or  provisions  of the  organizational
     documents  of either  ETCR or VPS,  (ii)  violate  any term,  condition  or
     provision of, or require any consent,  authorization or approval under, any
     judicial or arbitration judgment,  order, award, writ, injunction or decree
     applicable to ETCR or VPS, or (iii) conflict  with,  result in a breach of,
     constitute a default under (whether with or without the giving of notice or
     the lapse of time or both), or accelerate or permit the acceleration of the
     performance required by, or require any consent,  authorization or approval
     under any document,  instrument,  agreement or license to which ETCR or VPS
     is a party or is bound or to which any of the assets or  properties of ETCR
     or VPS are subject.

          (d) Subject to the termination of the Original  License  Agreement and
     the Venture  Agreement  (i),  each of ETCR and VPS has full and  sufficient
     right,  title and authority to assign or grant the rights  and/or  licenses
     granted to VPSH under this  Agreement;  and (ii) no claim  (whether  or not
     embodied in an action,  past or present) of infringement been threatened or
     asserted in connection with the Patent Application or the Technology or the
     rights  licensed to VPSH  hereunder,  and no such claim is pending  against
     ETCR or VPS or, to best of the  knowledge of each of ETCR and VPS,  against
     any entity from which either ETCR or VPS has obtained such rights.




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     7.2 VPSH hereby represents,  warrants and covenants to ETCR, VPS and Envoii
     that as of the date hereof:

          (a)  VPSH is a  limited  liability  company  duly  organized,  validly
     existing and in good standing under the laws of the State of Kentucky, with
     full  corporate  power to carry on its business and activities as now being
     conducted.

          (b) This Agreement has been duly authorized, executed and delivered by
     VPSH.  VPSH has the  corporate  power  and  authority  to enter  into  this
     Agreement and to perform its obligations hereunder.  No other act, approval
     or  proceeding  on the part of VPSH is or will be required to authorize the
     execution  and  delivery  of this  Agreement,  or the  consummation  of the
     transactions contemplated hereby.

          (c) The execution and delivery by VPSH of this Agreement will not, and
     the  fulfillment of and  compliance by VPSH with the terms,  conditions and
     provisions hereof will not, (i) conflict with any of the terms,  conditions
     or provisions  of the  organizational  documents of VPSH,  (ii) violate any
     term,  condition or provision of, or require any consent,  authorization or
     approval under, any judicial or arbitration  judgment,  order, award, writ,
     injunction or decree  applicable to VPSH, or (iii) conflict with, result in
     a breach of, constitute a default under (whether with or without the giving
     of  notice  or the  lapse of time or both),  or  accelerate  or permit  the
     acceleration  of the  performance  required  by, or  require  any  consent,
     authorization  or approval  under any  document,  instrument,  agreement or
     license  to which VPSH is a party or is bound or to which any of the assets
     or properties of VPSH are subject.

     7.3 Envoii hereby represents,  warrants and covenants to ETCR, VPS and VPSH
     that as of the date hereof:

          (a) Envoii is a limited  liability  company  duly  organized,  validly
     existing and in good standing  under the laws of the State of Nevada,  with
     full  corporate  power to carry on its business and activities as now being
     conducted.

          (b) This Agreement has been duly authorized, executed and delivered by
     Envoii.  Envoii has the  corporate  power and  authority to enter into this
     Agreement and to perform its obligations hereunder.  No other act, approval
     or proceeding on the part of Envoii is or will be required to authorize the
     execution  and  delivery  of this  Agreement,  or the  consummation  of the
     transactions contemplated hereby.

          (c) The execution and delivery by Envoii of this  Agreement  will not,
     and the fulfillment of and compliance by Envoii with the terms,  conditions
     and  provisions  hereof  will  not,  (i)  conflict  with any of the  terms,
     conditions or provisions of the  organizational  documents of Envoii,  (ii)
     violate  any term,  condition  or  provision  of, or require  any  consent,
     authorization  or approval  under,  any judicial or  arbitration  judgment,
     order,  award,  writ,  injunction or decree  applicable to Envoii, or (iii)
     conflict with,  result in a breach of,  constitute a default under (whether
     with or  without  the  giving of  notice or the lapse of time or both),  or
     accelerate or permit the  acceleration of the  performance  required by, or
     require  any  consent,   authorization  or  approval  under  any  document,
     instrument,  agreement or license to which Envoii is a party or is bound or
     to which any of the assets or properties of Envoii are subject.




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8. Confidentiality Of Proprietary Information.

     8.1 Each party  hereto  acknowledges  that it may receive  information  and
     materials  from  the  other  party  may  be  considered   confidential  and
     proprietary ("Confidential  Information").  Confidential Information may be
     furnished in any tangible or intangible form including, but not limited to,
     writings,  drawings,  computer  tapes and other  electronic  media,  email,
     samples,  netlists,  designs, and verbal  communications.  Any Confidential
     Information  furnished in tangible  form shall be  conspicuously  marked as
     such  and the  content  of any  verbal  communication  will  be  considered
     Confidential if the discloser  identifies it as such,  prior to disclosure.
     Neither party shall  disclose such  information  to any third party without
     the prior written  consent of the other party.  In addition,  neither party
     use the Confidential  Information of the other party,  except as reasonably
     necessary for the  receiving  party to perform its  obligation  pursuant to
     this Agreement.  Each party shall protect any Confidential Information from
     disclosure  to others  with at least the same  degree of care as such party
     exercises to protect its own  information  of similar type and  importance,
     but in no event  with less  than  reasonable  care.  These  obligations  of
     confidentiality  shall remain in effect for a period of five (5) years from
     the   date  of   disclosure;   provided,   however,   the   obligation   of
     confidentiality   shall  not  apply,  or  shall  cease  to  apply,  to  any
     information which:

          (a) was known to the receiving party prior to its receipt hereunder;

          (b) is or becomes publicly available without breach of this Agreement;

          (c)  is  received   from  another   party  without  an  obligation  of
     confidentiality  to  the  disclosing  party  and  without  breach  of  this
     Agreement;

          (d) is disclosed by the  disclosing  party to another party without an
     obligation of confidentiality;

          (e) is developed  independently  by employees of the  receiving  party
     without use of or reference to such information; or

          (f) is  disclosed  by the  receiving  party  pursuant  to court  order
     provided  that the  originally  disclosing  party is given timely notice to
     permit such party a reasonable  opportunity  to object to or restrict  such
     disclosure requirement to the extent practicable,  and then such disclosure
     shall be permitted only subject to the terms and conditions of such order.

9.       Disclaimer Of Warranties; Limitation of Liabilities.

     9.1 NONE OF ETCR,  VPS, VPSH OR ENVOII MAKE ANY WARRANTIES  WITH RESPECT TO
     THE SUBJECT  MATTER OF THIS  AGREEMENT  OTHER THAN AS  EXPRESSLY  SET FORTH
     HEREIN AND EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING
     WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS
     FOR A PARTICULAR PURPOSE.

     9.2  EXCEPT  FOR THE  INDEMNIFICATION  OBLIGATIONS  EXPRESSLY  SET FORTH IN
     SECTIONS 6.1, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR
     ANY THIRD  PARTY  FOR ANY  INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE
     DAMAGES (INCLUDING LOSS OF INCOME, PROFITS OR GOODWILL) ARISING UNDER OR IN
     RELATION TO THIS AGREEMENT WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT,
     EQUITY,  NEGLIGENCE,  INTENDED  CONDUCT,  TORT OR OTHERWISE  AND EACH PARTY
     HEREBY WAIVES ANY CLAIMS WITH RESPECT THERETO.



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10. General Provisions.

     10.1 This  Agreement  shall be binding upon and inure to the benefit of the
     parties and their respective successors and permitted assigns. VPSH (or its
     successors or permitted  assigns) may assign this  Agreement and its rights
     and obligations hereunder, (a) only in its entirety, and (b) with the prior
     written  consent of ETCR and VPS,  which  consent  may not be  unreasonably
     withheld. Each and every successor and permitted assign to the interests of
     either party to this  Agreement  shall hold such  interests  subject to the
     terms,  conditions and provisions of this  Agreement.  Notwithstanding  the
     above,  either  party  may  assign  this  Agreement  as part  of a  merger,
     acquisition, or if it is incorporated into another entity.

     10.2  Nothing  in  this  Agreement  shall  preclude  a party  from  seeking
     equitable or injunctive  relief from a court on an emergency,  temporary or
     expedited basis prior to the pendency of a litigation proceeding.

     10.3 This Agreement will be construed,  governed,  interpreted, and applied
     in accordance  with the laws of the State of Texas,  without  regard to its
     choice of laws  principles.  This Agreement is performable,  in whole or in
     part, in the State of Texas.

     10.4 This Agreement  constitutes  the entire  understanding  of the parties
     with  respect  to  the  licenses  under  the  Patent  Application  and  the
     Technology and supersedes any and all prior  agreements,  written and oral,
     with respect to the same. No change,  amendment,  waiver or modification of
     any provision of this Agreement will be valid unless set forth in a written
     instrument executed by the parties.

     10.5 This Agreement may be executed in multiple counterparts, each of which
     will be  considered an original and all of which  together will  constitute
     one  agreement.  This  Agreement  may  be  executed  by the  attachment  of
     signature pages which have been previously executed.

     10.6 The failure of any party to exercise any right or remedy  provided for
     herein,  or to insist upon  compliance  with any term or condition  herein,
     will not be deemed a waiver of any right or remedy hereunder.  Nor will any
     single or partial  exercise  thereof preclude any other or further exercise
     thereof or the exercise of any right, power, or privilege hereunder.

     10.7 All notices to either Party required or permitted under this Agreement
     will be in  writing  and  deemed  delivered  (i) upon  receipt  if by hand,
     overnight or two-day courier or verified  facsimile  transmission  and (ii)
     ten (10) days after mailing by first class,  registered or certified  mail,
     postage  prepaid,  return  receipt  requested,  to the addresses  above set
     forth,  or to such other  address for a party as will be  specified by like
     notice.

     10.8  This  Agreement  does  not  constitute  any  party  an  agent,  legal
     representative,  joint  venturer,  partner or employee of the other for any
     purpose  whatsoever  and no  party  is in any way  authorized  to make  any
     contract,   agreement,   warranty  or   representation  or  to  create  any
     obligation, express or implied, on behalf of any other party.



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     10.9 Each provision of this Agreement will be considered  severable and if,
     for any  reason,  any  provision  hereof is  determined  to be invalid  and
     contrary to, or in conflict  with, any existing or future law or regulation
     by any court or agency having valid  jurisdiction,  such  provision will be
     given the maximum  permissible  effect,  such invalidity or illegality will
     not  impair  the  operation  or affect  the  remaining  provisions  of this
     Agreement,  such remaining  provisions will continue to be given full force
     and effect and bind the parties, and such invalid provisions will be deemed
     not to be a part of this Agreement to the extent they are invalid.

     10.10 All headings and subheadings  are provided for  convenience  only and
     will have no interpretive  or substantive  effect on the provisions of this
     Agreement.

     IN WITNESS WHEREOF,  the parties' authorized  representatives have executed
this Agreement as of the date first above written.

EQUITY TECHNOLOGIES &                   VERIFIED PRESCRIPTION
RESOURCES, INC.                         SAFEGUARDS, INC.

By:  /s/ James Kemper Millard           By:  /s/ James Kemper Millard
    --------------------------------        -------------------------------
Name:  James Kemper Millard             Name:  James Kemper Millard
      ------------------------------          -----------------------------
Title: President/CEO                    Title: President/CEO
      ------------------------------          -----------------------------

VPS HOLDING, LLC                        ENVOIIHEALTHCARE, L.L.C.


By: /s/ Scott A. Haire                  By:  /s/ Scott A. Haire
    --------------------------------        -------------------------------
Name:  Scott A. Haire                   Name:  Scott A. Haire
      ------------------------------          -----------------------------
Title:  President                       Title:  President
       -----------------------------           ----------------------------









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