EXHIBIT 10.13

                           PROMISSORY/CONVERTIBLE NOTE

$10,000.00                                               Date: September 7, 2005

     FOR VALUE RECEIVED, the undersigned, Equity Technologies & Resources, Inc.,
a Delaware Corporation,  with its principal place of business at Post Office Box
12012, Lexington,  Kentucky 40511 ("Maker"), promises to pay to the order of Lee
M. Tillman, 402 30th Avenue,  Seattle, WA 98122 ("Payee"),  the principal sum of
Ten Thousand  Dollars and no/100  ($10,000.00),  together with interest  accrued
thereon  (calculated  on the basis of a 365-day  year) at a rate of ten per cent
(10%) per annum from the date hereof  until this Note is paid in full.  Interest
payments will be paid at maturity.

1.   Re-Payment.  Maker  will  re-pay  this the  principal  of this  Note,  with
     interest  thereon,  to Payee on  September 7, 2006,  at the  aforementioned
     address of Payee or at such  other  place as  designated,  in  writing,  by
     Payee.

2.   Option To Convert  Note.  Payee at Payee's  sole  option may  convert  said
     promissory/convertible note to Class A Common Shares of Equity Technologies
     & Resources,  Inc.,  stock equal in value to the  principal  amount of this
     Note, with accrued interest thereon, calculated at ninety per cent (90%) of
     the average bid price of said stock, in U.S. Dollars, for the five business
     (trading)  days  immediately   preceding  and  the  five  days  immediately
     following September 7, 2006. If conversion is declined,  re-payment of note
     shall occur as provided in paragraph (1) above.

3.   Original  Prepayment.  Maker  shall not have the right to prepay all or any
     part of the principal of this Note. (See 2 above)

4.   Events  of  Default  and  Remedies.  At the  option of  Payee,  the  entire
     principal  balance of,  together  with all accrued and unpaid  interest on,
     this Note shall at once become due and payable,  without  further notice or
     demand,  upon the occurrence at any time of any of the following  events or
     default ("Events of Default"):

     (i)  Failure  of Maker to make any  payment  of  accumulated  interest  and
     principal on this Note,  as and when the same  becomes due and payable,  in
     accordance with the terms hereof,  and such failure  continues for a period
     of five days after the receipt by Maker of written notice from Payee of the
     occurrence of such failure;

     (ii) Maker shall (a) become insolvent,  (b) voluntarily  seek,  consent to,
     acquiesce  in  the  benefit  or  benefits  of any  Debtor  Relief  Law  (as
     hereinafter defined) or (c) become party to (or be made the subject of) any
     proceeding  provided by any Debtor Relief Law,  other than as a creditor or
     claimant,  that could suspend or otherwise  adversely  affect the rights of
     Payee  granted   hereunder   (unless  in  the  event  such   proceeding  is
     involuntary,  the petition instituting the same is dismissed within 90 days
     of the filing of same). As used herein,  the term "Debtor Relief Law" means
     the  Bankruptcy  Code  of the  United  States  of  America  and  all  other
     applicable   liquidation,    conservatorship,    bankruptcy,    moratorium,
     rearrangement,  receivership,  insolvency, reorganization or similar debtor
     relief laws from time to time in effect  affecting  the rights of creditors
     generally.



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     In the event any one or more of the Events of Default specified above shall
     have  occurred,  the holder of this Note may proceed to protect and enforce
     its rights  either by suit in equity  and/or by action at law,  or by other
     appropriate  proceedings,  whether  for  the  specific  performance  of any
     covenant or agreement contained in this Note, or to enforce any other legal
     and equitable right of the holder of this Note.

5.   Waiver.  Except as  expressly  provided  herein,  Maker,  and each  surety,
     endorser,  guarantor and other party ever liable for the payment of any sum
     of  money  payable  on this  Note,  jointly  and  severally  waive  demand,
     presentment,  protest,  notice  of  non-payment,  notice  of  intention  to
     accelerate,  notice of  protest  and any and all lack of due  diligence  or
     delay in collection or the filing of suit hereon which may occur.

6.   Cumulative  Right.  No delay on the part of the  holder of this Note in the
     exercise  of any power or right  under this Note shall  operate as a waiver
     thereof,  nor  shall a single or  partial  exercise  of any other  power or
     right.  Enforcement  by the  holder  of this Note of any  security  for the
     payment hereof shall not constitute any election by it of remedies so as to
     preclude the exercise of any other remedy available to it.

7.   Notices. Any notice or demand given hereunder by the holder hereof shall be
     deemed to have been given and received (i) when actually received by Maker,
     if  delivered  in  person,  or (ii) if mailed,  on the  earlier of the date
     actually received or (whether ever received or not) three Business Days (as
     hereinafter  defined) after a letter  containing such notice,  certified or
     registered,  with postage prepaid,  addressed to Maker, is deposited in the
     United States mail. The address of Maker Post Office Box 12012,  Lexington,
     Kentucky  40511 or such other  address,  as Maker  shall  advise the holder
     hereof by certified or registered letter by this same procedure.  "Business
     Day" means  every day which is not a Saturday,  Sunday or legal  holiday in
     Kentucky.

8.   Successors  and  Assigns.  This  Note  and  all  covenants,   promises  and
     agreements  contained herein shall be binding upon and inure to the benefit
     of the respective legal representatives, personal representative, devisees,
     heirs, successors and assigns of Payee and Maker.

9.   GOVERNING  LAW.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
     WITH THE  LAWS OF THE  STATE  OF  KENTUCKY.  IN CASE ANY ONE OR MORE OF THE
     PROVISIONS  CONTAINED  IN THIS  NOTE  SHALL  FOR ANY  REASON  BE HELD TO BE
     INVALID,   ILLEGAL  OR  UNENFORCEABLE  IN  ANY  RESPECT,  SUCH  INVALIDITY,
     ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF.

10.  Attorneys'  Fees and Costs.  In the event an Event of Default  shall occur,
     and in the event  that  thereafter  this Note is placed in the hands of any
     attorney for collection, or in the event this Note is collected in whole or
     in part through legal proceedings of any nature,  then and in any such case
     Maker promises to pay all costs of collection,  including,  but not limited
     to, reasonable  attorneys' fees incurred by the holder hereof on account of
     such collection, whether or not suit is filed.

11.  Headings.  The  headings  of the  sections  of this Note are  inserted  for
     convenience only and shall not be deemed to constitute a part hereof.

     Executed as of the day and year first above written.

         EQUITY TECHNOLOGIES & RESOURCES, INC.


         BY:  /s/ James K. Millard
             -------------------------------
             JAMES K. MILLARD, PRESIDENT



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