EXHIBIT 10.16 NOTE FOR SERVICES EXCHANGE AGREEMENT This agreement hereby assigns a note receivable for the sum of $100,000 owed by DUCT Utility Construction & Technologies, Inc. and due on December 31, 2001, from Randall A. Drew, Chief Executive...

EXHIBIT 10.16

                      NOTE FOR SERVICES EXCHANGE AGREEMENT


This agreement hereby assigns a note receivable for the sum of $100,000 owed by
DUCT Utility Construction & Technologies, Inc. and due on December 31, 2001,
from Xxxxxxx X. Xxxx, Chief Executive Officer of DUCT, to BJ Ukra, an individual
residing in Los Angeles, California, in exchange for personal tax consulting
services throughout 2002.

AGREED ON THE DATE SIGNED BELOW:




/s/  Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx                                            DATE




/s/  BJ Ukra
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BJ Ukra                                                    DATE