EQUITY TECHNOLOGIES & RESOURCES INC
JOINT VENTURE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>etri-8k_ex10joint2.txt
<DESCRIPTION>JOINT VENTURE AGREEMENT
<TEXT>
Exhibit 10.2

                             JOINT VENTURE AGREEMENT

     THIS JOINT VENTURE  AGREEMENT made and entered into this 4th day of August,
2003 by and between Equity  Technologies & Resources,  Inc.,  with its principal
place of business at 325 West Main Street,  Lexington,  Kentucky 40507 ("ETCR");
Verified Prescription Safeguards,  Inc., with its principal place of business at
325 West Main Street, Lexington,  Kentucky 40507 ("VPS"); VPS Holding, LLC, with
its principal place of business at 6031 Russell Cave Road,  Lexington,  Kentucky
40501 ("VPSH"),  and Envoii Healthcare,  LLC ("Envoii") with its principal place
of business at 2225 East Randol Mill Road, Suite 305, Arlington, Texas 76011.

     WHEREAS, the parties hereto entered into a Joint Venture Agreement on April
23, 2003,  and now desire to terminate  that  Agreement  and declare it null and
void ab initio; and,

     WHEREAS,  there is a need to clarify and reach a clear  understanding as to
the terms involving potential revenues to be received by ETCR and VPS; and,

     WHEREAS,  it is  still  the  intent  of the  parties  to  permit  VPS,  its
successors  and assigns,  the  opportunity  to develop  information  technology,
intellectual  property and know-how related to prescriptions  and the healthcare
industry, as part of a national electronic healthcare network initiative; and,

     WHEREAS,  it is the intent of VPSH to be acquired  by Envoii,  the terms of
which  acquisition  are  being  finalized,  but  which  will not alter the terms
hereof.

     WHEREAS,  ETCR and VPS have pursued the  development of  prescription  drug
monitoring databases for use in a controlled substance prescription environment,
as  well  as  by  third  parties  in   non-controlled   substance   prescription
environments; and,

     WHEREAS, VPSH was formed for a special purpose to undertake such efforts on
behalf of ETCR and VPS; and,

     WHEREAS,  ETCR AND VPS have been unable to contract for and/or  arrange the
necessary funding and personnel to continue such project; and,

     WHEREAS,  Envoii has been pursuing similar  technology and claims rights to
the  development  of such and to avoid any conflict the parties have agreed upon
an amicable and equitable  resolution of the  entitlement to such technology and
the economic benefits, if any, to flow therefrom; and,

     NOW,  THEREFORE,  in  consideration  of $10.00 and other good and  valuable
consideration,   the  receipt  and   sufficiency  of  all  of  which  is  hereby
acknowledged,  it is agreed by and between  ETCR,  VPS,  VPSH,  and  Envoii,  as
follows.

     1. The Joint Venture  Agreement  dated April 23, 2003 is hereby  terminated
and declared null and void ab initio.

     2.  Envoii  shall  immediately  undertake  the  development  of the  system
described above and raise the necessary funding for the project.

<PAGE>


     3. ETCR,  VPS, and VPSH shall deliver to Envoii any  documents  required to
transfer the  technology to Envoii and execute any and all documents  reasonably
required to accomplish this purpose.

     4. VPSH shall assist Envoii as required for the  development  of the system
and contribution of its accumulated  knowledge and contacts and relationships in
order to expedite the development of the technology.

     5.   (a) In  consideration of the commitment VPSH and the resolution of any
potential conflicts regarding the technology being transferred, Envoii agrees to
pay VPSH a sum equal to twenty-five (25%) percent of contract revenues,  if any,
exclusive of any proceeds from the contract with the  Commonwealth  of Kentucky,
with ETCR and VPS  receiving  one hundred  (100%)  percent of the  benefits  and
revenues  distributed to VPSH. Such compensation  shall be paid for the delivery
of contracts being the result of implementation and/or sale of prescription drug
monitoring  technology for controlled substances or scheduled drugs to any third
party including  governmental  entities  through the efforts of VPSH or VPS. For
all other contracts  obtained through the efforts of Envoii,  VPSH shall receive
five (5%) percent of contract,  with ETCR and VPS receiving  one hundred  (100%)
percent of those revenues distributed to VPSH.
          (b) It is  mutually  agreed  that all  parties  will make a  concerted
     effort to work together to avoid  duplicating  resources  and efforts.  Any
     such  contracts  shall be  determined  to be  profitable  by a method to be
     agreed upon and mutually acceptable to VPSH and Envoii.
          (c) The parties  hereto will permit VPS, its  successors  and assigns,
     the opportunity to develop information  technology,  intellectual  property
     and know-how related to prescriptions and the healthcare industry,  as part
     of a national electronic healthcare network initiative.
          (d) It is also  understood  and  agreed  that the  development  of all
     intellectual  property,  information  technology  and  know-how  related to
     prescriptions and the healthcare industry, as part of a national healthcare
     initiative,  shall be the sole  responsibility  of VPS, its  successors and
     assigns,  and all  revenues  will be passed on to and  received by ETCR and
     VPS, their successors and assigns.
          (e)  It  is  further   understood  and  agreed  that  the  technology,
     intellectual property,  information technology,  and know-how that has been
     heretofore  assigned  and  licensed to VPSH and Envoii,  that is not deemed
     necessary  for  development  of the VPS  system,  by Envoii,  for the pilot
     project and for implementation by any third party or governmental entity or
     agency,  and that will be made  available by the parties to VPS,  under the
     terms of paragraph (c) above,  will be licensed to VPS, its  successors and
     assigns.

<PAGE>


     6. VPSH hereby  agrees that any and all funds  received  from Envoii  shall
pass through to ETCR or VPS, as may be designated  to be most  beneficial to the
shareholders  and creditors of each,  without any tax consequences to VPSH. This
decision shall be made by management within its sole discretion.

IN WITNESS  WHEREOF this Joint Venture  Agreement has been executed this 4th day
of August, 2003.

Equity Technologies & Resources, Inc.     Verified Prescription Safeguards, Inc.
/s/ James K. Millard                                 /s/ James K. Millard
--------------------------------            -----------------------------------
By:  James K. Millard, President            By:  James K. Millard, President


VPS Holding, LLC                            Envoii Healthcare, LLC
/s/ James K. Millard                                 /s/ Frank B. Barker
--------------------------------            -----------------------------------
By: James K. Millard, Managing Member       Frank B. Barker,  Member


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