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                                                                   EXHIBIT 10.16

                               CONVERTIBLE SECURED
                                 PROMISSORY NOTE

$165,000                                                       January 21, 2002
                                                                    Provo, Utah

         FOR VALUE RECEIVED, the undersigned, Sonicport, Inc. a Nevada
corporation ("Maker"), promises to pay to the order of Red Rock Bridge Fund,
LLC, a Nevada limited liability company, and its successors and assigns
("Holder"), at such place within the United States as Holder may designate to
Maker in writing from time to time, the principal sum of ONE HUNDRED SIXTY FIVE
THOUSAND DOLLARS ($165,000), together with interest thereon from the date of
disbursement until paid and other amounts as provided herein.

         1. INTEREST AND PAYMENTS.

                  1.1. INTEREST RATE. Maker promises to pay interest from and
including January 10, 2002 through and including the Maturity Date, as defined
below, on the unpaid principal balance of this Note at the rate of twelve
percent (12.00%) compounded annually (the "Note Rate"). Upon the occurrence of
an event of default under this Note, the unpaid principal amount shall
immediately and without notice bear interest at the per annum rate of 5% plus
the Note Rate. The Maturity Date for purposes of this Note shall be July 10,
2002, unless this Note is converted into Maker Stock of Maker as provided below,
in which case the Maturity Date shall be the effective date of such conversion.
The time period beginning on the date first set forth above and ending on the
Maturity Date is referred to herein as the term hereof.

                  1.2. INTEREST PAYMENTS. Interest accruing hereon shall be paid
upon the execution of this Note. Any unpaid interest shall be added to the
principal balance on the date such interest is due and shall be subject to the
interest rate set out in Paragraph 1.1.

                  1.3. ORIGINATION FEE. Maker shall pay to Holder an origination
fee of 5% ($8,250) upon execution of this Note.

                  1.4. PRINCIPAL REPAYMENT. The principal amount of this Note
shall be due and payable in full in a lump sum payment on the Maturity Date
unless this Note is converted into Maker Stock of Maker as provided below, in
which case the conversion shall be deemed to constitute payment in full of all
principal and interest owed Holder under this Note without any further payment
or action by Maker. To the extent that all other amounts owed Maker under this
Note have not been paid in full or deemed paid in full by the Maturity Date, all
such other amounts owed hereunder shall also be due and payable on the Maturity
Date, without necessity of Holder's making demand therefor.

                  1.5. CONVERSION TO MAKER STOCK. At any time after the date
hereof until the Maturity Date, this Note shall, at the election of Holder, be
convertible into Maker's Common Stock ("Maker Stock"). If the Holder elects to
exercise its option to convert this Note to Maker


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Stock, Holder shall provide written notice of its election to Maker, and shall
surrender this Note to Maker. Maker shall then immediately convert the
outstanding principal amount of this Note (together with all accrued and unpaid
interest) into that number of shares of common stock of Sonicport, Inc.
determined by dividing the total amount of the principal and interest to be
converted by $0.24(1). Such shares of Maker Stock shall be duly and validly
issued, fully paid and nonassessable and shall have the same rights and
preferences as those of the other purchasers of the Maker Stock of Maker.

                  1.6. PLACE AND TIME OF PAYMENT. All payments specified herein
shall be deemed made when actually received by Holder. All payments shall be
made to Holder 1464 W. 40 S. Suite #100, Lindon,,UT 84042-1629, and shall be
made without offset and without prior notice or demand.

                  1.7. FORM AND APPLICATION OF PAYMENTS. Payments shall be in
lawful money of the United States of America and when received by Holder shall
be applied first to cost or fees incurred in the collection of this note, second
to accrued interest, third upon the portion of the principal balance then dues,
if any, and fourth as a principal payment.

                  1.8. PREPAYMENT. Subject to Holder's unilateral right to
convert the principal and interest of this Note into Maker Stock, this Note may
be prepaid in whole or in part at any time or from time to time without premium
or penalty.

         2. DEFAULT. Time is of the essence of this Note. A default shall occur
if:

                  2.1. FAILURE TO MAKE PAYMENTS. Maker fails to make any payment
under this Note on the date due.

                  2.2. OTHER FAILURES. Maker fails to perform any other
obligation contained in this Note or breaches any covenant contained in any
instrument securing payment hereof within ten days after notice from Holder
specifying the nature of the default.

                  2.3. BANKRUPTCY. Maker becomes insolvent, a receiver is
appointed to take possession of all or a substantial part of Maker's properties,
Maker makes an assignment for the benefit of creditors or files a voluntary
petition in bankruptcy or Maker is the subject of an involuntary petition in
bankruptcy that is not dismissed within 60 days. For purposes of this Section
2.3, the term "Maker," as used herein, shall be deemed to include each person or
entity who is a maker, co-maker or guarantor of this Note, and (c) if this Note
is secured by a pledge of any other obligation, the term "Maker," as used
herein, includes any party obligated on such other promissory note or other
obligation or any guaranty or letter of assurances in connection therewith.

         3. REMEDIES. In the event of a default, Holder, at its option, may take
any one or more of the following steps:

--------------------

(1)      For instance, conversion of $165,000 principal would result in issuance
         of 687,500 shares of the Maker's common stock

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                  3.1. ACCELERATION. Declare the entire unpaid principal balance
of the debt evidenced hereby, and all interest on such debt and all other costs
and expenses evidenced hereby, to be immediately due and payable,
notwithstanding any other provision hereof.

                  3.2. OTHER REMEDIES. Pursue any other right or remedy provided
herein or in any other agreements between Maker and Holder or otherwise allowed
by law. Holder may pursue any such rights or remedies singly, together or
successively. Exercise of any such right or remedy shall not be deemed an
election of remedies. Failure to exercise any right or remedy shall not be
deemed a waiver of any existing or subsequent default nor a waiver of any such
right or remedy.

         4. ATTORNEY FEES AND COLLECTION COSTS. In the event of any default
under this Note, or in the event that any dispute arises relating to the
interpretation, enforcement or performance of this Note, holder shall be
entitled to collect from Maker on demand all fees and expenses incurred in
connection therewith, including but not limited to fees of attorneys,
accountants, appraisers, environmental inspectors, consultants, expert
witnesses, arbitrators, mediators and court reporters. Without limiting the
generality of the foregoing, Maker shall pay all such costs and expenses
incurred in connection with: (a) arbitration or other alternative dispute
resolution proceedings, trial court actions and appeals; (b) bankruptcy or other
insolvency proceedings of Maker, any guarantor or other party liable for any of
the obligations of this Note or any party having any interest in any security
for any of the those obligations; (c) judicial or nonjudicial foreclosure on, or
appointment of a receiver for, any property securing this Note; (d)
post-judgment collection proceedings; (e) claims, counterclaims, cross-claims
and defenses asserted in any of the foregoing whether or not they arise out of
or are related to this Note or any security for this Note; (f) all preparation
for any of the foregoing; and (g) all settlement negotiations with respect to
any of the foregoing.

         5. GOVERNING LAW, SEVERABILITY.

                  5.1. GOVERNING LAW. This Note has been executed under and
shall be construed and enforced in accordance with the laws of the State of
Utah.

                  5.2. SEVERABILITY. If any provision of this Note is found by a
court of competent jurisdiction to be invalid or unenforceable as written, then
the parties intend and desire that (a) such provision be enforceable to the full
extent permitted by law and (b) the invalidity or unenforceability of such
provision shall not affect the validity and enforceability of the remainder of
this Note.

         6. AMENDMENT. This Note may not be amended, modified or changed, nor
shall any provision hereof be deemed waived, except only by an instrument in
writing signed by the party against whom enforcement of any such waiver,
amendment, change or modification is sought.

         7. WAIVERS: JOINT AND SEVERAL LIABILITY. Maker, without affecting their
liability hereunder, hereby (a) waive diligence, presentment, protest and
demand, (b) waive notice of protest, of demand, of nonpayment, of dishonor and
of maturity and (c) consent to any extension or alteration of the time or terms
of payment hereof, any and all renewals, extensions or modifications of the
terms hereof, any release of all or any part of any security that may be given


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for the payment hereof, any acceptance of additional security of any kind and
any release of or resort to any party liable for payment hereof, any of which
may be made without notice to any of said parties.

         8. BINDING AGREEMENT. This Note shall be binding upon the successors
and assigns of Maker.

         9. SECURITY. This Note is secured by the attached Security Agreement
executed herewith.

         10. WARRANTIES. Maker warrants and represents to Holder that the
proceeds of the loan evidenced hereby will be used for commercial purposes and
will not be used for personal, consumer, residential or household purposes.

         11. CONSTRUCTION. This Note and the other documents related hereto have
been reviewed and negotiated by Maker and any other parties thereto with the
benefit of or the opportunity to seek the assistance of legal counsel and shall
not be construed against any party by presumption. The titles and captions
contained in this Note are inserted for convenience and shall not be deemed to
define, limit, extend or modify any provision of this Note. All references to
Holder herein shall include any successor or assign of Holder.

         This Note has been executed as of January 21, 2002.

                                                     Sonicport, Inc.



                                                     By:     /S/ RICHARD SHAPIRO
                                                         -----------------------
                                                         Richard Shapiro, C.F.O.

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