EXHIBIT 10.12

                                 PROMISSORY NOTE

$120,000                                                         AUGUST 4, 2000
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PRINCIPAL                                                             DATE

    10%                                                     LEXINGTON, KENTUCKY
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INTEREST RATE                                                 CITY      STATE


     FOR VALUE  RECEIVED,  Equity  Technologies & Resources,  Inc.  (hereinafter
"Equity  Technology"),  a  Delaware  corporation,  with its  principal  place of
business at 1050 Chinoe Road, Suite 304, Lexington,  Kentucky 40502, promises to
pay to the order of James Arch, of Maitland,  Florida (hereinafter "Holder") the
sum of One Hundred Twenty Thousand ($120,000) Dollars,  for and in consideration
of Six Million  (6,000,000) share of Class A Common Stock of Equity Technologies
& Resources,  Inc. and One Hundred  Thousand  (100,000) Shares of Class B Common
Stock of Equity  Technologies  & Resources,  Inc. in two  installments  of Sixty
Thousand  ($63,000)  Dollars each,  which  includes  interest at the rate of ten
(10%) percent per annum, the first  installment to be made on or before November
1, 2000 and the second installment to be made on or before December 31, 2001, at
the  address of the  Holder,  or such other  place as the  holder  hereof  shall
designate.

     Equity Technology, by and through its President, Frank G. Dickey, Jr., does
hereby agree to hold such shares, or the share equivalent in escrow,  until such
time as the holder  hereof has received the total sum of One Hundred  Twenty Six
Thousand  ($126,000)  Dollars,  or in the event of default  in said  installment
payments,  the entire  principal amount of $120,000 with interest thereon at the
rate of ten (10%) percent per annum until paid.

     Equity  Technology  and every  endorser  and  guarantor of this Note hereby
waive presentment,  demand, notice, protest and all other demands and notices in
connection with the delivery,  acceptance,  performance,  default or enforcement
hereof and consent that no indulgence and no substitution,  release or surrender
collateral,  and no  discharge  or  release  of any  other  party  primarily  or
secondarily liable hereon,  shall discharge or otherwise effect the liability of
the Borrower or any such endorser or guarantor. No delay or omission on the part
of the holder in exercising any right hereunder,  and a waiver of any such right
on any one  occasion  shall not be  construed  as a bar to or waiver or any such
right on any future occasion.

     Equity  Technology and every endorser and guarantor  hereof agree to pay on
demand all costs and expenses,  including legal costs and reasonable  attorney's
fee, incurred or paid by the holder in enforcing this Note on default. This Note
shall take  effect on the date  hereof and shall be  governed by the laws of the
Commonwealth of Kentucky.

EQUITY TECHNOLOGIES & RESOURCES, INC.

/s/ FRANK G. DICKEY, JR.
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BY: FRANK G. DICKEY, JR., PRESIDENT

                                                       /s/ LAURA WHITE
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                                                     ATTEST: ASSISTANT SECRETARY