EXHIBIT 10.6

                               EMPLOYMENT CONTRACT

THIS  ACREEMENT  made and  entered in to this 2nd day of January,  2001  between
Equity Technologies & Resources, Inc. a Delaware corporation, its successors and
assigns  with its  principal  place of business at 1050 Chinoe  Road,  Suite 304
Lexingon,  Kentucky 40502  (hereinafter  referred to as  Corporation)  and James
Kemper Millard of Lexington,  Fayette County,  Kentucky (hereinafter referred to
as "Employee"):

     WHEREAS. Employee is the Vice-President for Strategy and Development of the
Corporation and is responsible for developing the busincss of said  Corporation;
and,

     WHEREAS. Corporation believes that the future services of the Employee will
be of great value to the Corporation; and,

     WHEREAS.  Employee is willing to continue in the employ of thc  Corporation
for two (2) years,  subject to  renewal  of this  Contract  at the option of the
Employee; and,

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable consideration, the receipt of all of which is acknowledged, the parties
have agreed as follows:

|.   Duties During Employment  Period.  The Corporation  hereby employs Employee
     uro). and Employee  agrees to serve the Corporation as  Vice-President  for
     Strategy and Development  during the period beginning  January 2, 2001. and
     ending  December 3l, 2003.  Employee shall devote such time,  attention and
     energies  to the  business  of  the  Corporation  as  shall  be  reasonably
     necessary to discharge  his duties under this  Agreement.  Emploryee  shall
     carry out such  executive  services  and duties as shall be assigned to him
     from  tine  to time  by the  officers  of the  corporation,  provided  such
     services  and  duties do not impose  time  demands  on  Employee  which are
     unreasonable,  burdensome,  and provided further, that only for purposes of
     determining  whether  there has been a violation  under  paragraph 7 below.
     Employee  shall not be expected to perform duties  substantially  different
     from thoes performed by Employee prior to the date hereof.

2.   Restriction  on  Competition.  Employee  agrees that during the term of his
     employment  he will not,  unless  acting the prior  written  consent of the
     Corporation, directly or indirectly, own, manage, operate, join, control or
     participate  in the  ownership,  management,  operation or control of or be
     connected as an officer,  employee partner with any business engaged in the
     same business of the  Corporation.  The Employee  agrees that the remedy at
     law for any  breach  of the  foregoing  will be  inadequate  and  that  the
     Corporation shall be entitled to temporary and permanent  injunctive relief
     without the necesity of proving actual damage to the Corporation.

3.   Compensation.  The  Corporation  shall pay to Employee and  Emplo]ee  shall
     accept from the Corporation,  for his serviccs dunng the Emplolment Period,
     compensation  at the minimum rate of  $l20,000.00  per annum until  C-Shell
     Corporation  LLC becomes  profitable  and able to pay  Employees  salary of
     $30,000.00  per annum aftcr  which the  compensation  from the  Corporation
     shall be $90,000.00 per annum which shall be payable in equal  installmcnts
     no less than monthly.

4.   Benefits. In addition to the payments required hereunder, Corporation shall
     pay Employee premiums (family) for major medical insurance,  provide a term
     life insurance  policy in such sum as is agreed upon by the parties hereto,
     not to exceed Onc Million  Dollars,  and provide Employee with a retirement
     plan.   Employee  shall  be  covered  by  thc  stock  option  plan  of  the
     Corporation.


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5    Disclosure of  Information.  Employee shall not during or for two (2) years
     after  the  term of his  employment,  disclose  information  regarding  the
     shareholders of the Corporation,  customers,  sales arrangemcnts,  or other
     proprietary   Infonnation  of  the   Corporatron   to  any  person,   firm,
     corporatlon,  association,  or  othcr  entiy  for  any  reason  or  purpose
     whatsoever,  accept as such  disclosurc  may  necessary  or required in the
     ordinary  course of business or in order to provide  information to service
     agencies,.  accountants,   attorneys,.  or  othcr  consultant  retained  or
     employed by thc Corporation.

6.   Expenses. During thc Employment Period, the Employee is authorized to incur
     resonable expenses for promoting the busincss of thc Corporation, including
     expenses for entertainment, travel (whether local or othcrwise) and similar
     items.  Thc  Corporation  will rcimburse thc Emplovcc for all such cxpcnses
     upon the  presentation  by the  Employee  of an  itcmized  account  of such
     expenditures  in accordance  with the  Corporation's  policy in effect from
     time to time.

7.   Physical Disability.  If by reason of illness or incapacity the Employee is
     unable  fully to perfom  his  duties  during  the  Employment  Period,  his
     compensation  shall be continued without  modification for thc term of this
     Agreement.

8.   Termination. In the event the Board of Directors determines thc Employee is
     in violation of  Paragraphs l, 2, or 5 of this  Agreement,  it shall inform
     the  Employee of thc  violation  by written  notice.  If.  after 30 days of
     receipt of the notice by Employee,  the Board of Directors and the employee
     are not in agreement that the violation, if any, no longer exists, then the
     controversy  shall,  at the  option of the Board of  Directors  be made the
     subject of an arbitration  pursuant to paragraph 10 of this  Agreement.  If
     the award of  arbitration  is  against  the  Employee,  his  employment  is
     terminated.  In the event the Employee terminates this Agreemcnt before its
     expiration,  the  Corporation  shall only be  obligated to pay the Employee
     compcnsation  to the date of  tcrmination.  the Employee  agrees that after
     such termination hc will continue to comply with paragraphs 2 and 5 of this
     Agreement.

9.   Death  During  Employment.  If  Employee  dies  during  thc  term  of  this
     Agreement,  the  Corporation  shall pay to the estate of the  Employee  the
     balance  of the  compensation  which  would  othcrwise  be  payable  to the
     employeer through the term of this Agreement.

10.  Fringe Benefits. During the Employment Pcriod Employee shall be entitled to
     any benefits in effect from time to time which the Corporation  provides to
     officers, othcr than the President which fringe benefits are not covered in
     paragraph 4 of this Agreement.

11.  Arbitration.  Any  controversy  or claim arising out of or relating to this
     Agreement of thc breach  thereof shall be settled by arbitration to be held
     in  Lexington,  Kentucky,  in  accordance  with the  commercial  rules then
     obtaining of the American  Arbitration  Association  and the judgement upon
     the award rendered may be entered in any court of competent jurisdiction.

12.  Notices. Any notices rcquired or permitted to be given under this Agreement
     shall be  sufficient  if in writing  and if sent by  Certified  Mail to the
     residence of the Employee or to the principal office of thc Corporation.

13.  Waiver or Breach. The waiver of a breach of any provision of this Agreement
     by either of the parties  shall not operate or be  construed as a waivcr of
     any subsequent breach by the other party.

14.  Entire  Agreement.  This  instrument  contains the entire  Agreement of the
     parties.  which may not bc  changed  orally,  but only by an  agreement  in
     writting  signed by the  party  against  whom  enforcement  of any  waiver,
     change. amendment, modification, alteration or discharge is sought.


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15.  Binding Effect.  This Ageement shall be binding upon and shall inure to the
     benefit of the heirs, executors, administrators,  successors and assigns of
     the parties hereto.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement this
2nd day ofJanuary, 2001.

EQUITY TECHNOLOGIES & RESOURCES, INC.



By: /s/ Frank G. Dickey, Jr.
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FRANK G. DICKEY, JR. PRESIDENT



















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