Exhibit 10.19

                            STOCK PURCHASE AGREEMENT


     This Stock  Purchase  Agreement  (this  "Agreement"),  dated as of April 7,
2006,  is by and  among  Equity  Technologies  &  Resources,  Inc.,  a  Delaware
corporation (the "Company"),  James K. Millard,  President/CEO and Director; and
James Arch,  ("Arch"),  and MLH  Investments,  LLC, a Nevada  limited  liability
company ("Buyer").

                                    RECITALS:

     WHEREAS, the Company is insolvent; and

     WHEREAS,  Buyer is interested in pursuing a potential  restructuring of the
debt and  equity of the  Company,  provided  that,  as an  initial  step to such
potential restructuring, the Company and Arch enter into this Agreement;

     NOW,  THEREFORE,  in consideration of the  representations,  warranties and
agreements contained herein and for other good and valuable  consideration,  the
receipt and legal adequacy of which is hereby  acknowledged,  the parties hereto
hereby agree as follows:

     AGREEMENT:

1.   Agreement to Purchase.

(a) At the  Closing (as  hereinafter  defined),  the  Company  agrees to sell to
Buyer,  and Buyer agrees to purchase from the Company,  156,196,406  shares (the
"Company Shares") of the authorized but unissued shares of Class A Common Stock,
par value $0.0001 per share (the "Class A Common Stock"), at a purchase price of
$0.0001 per share ($15,619.64 in the aggregate).

(b) At the Closing,  Buyer shall  purchase  from Arch 100,000  shares (the "Arch
Shares") of the Class B Common Stock,  par value $0.01 per share,  at a purchase
price of $100 in the aggregate.

(c)  The  closing  of the  sale  of the  Company  Shares  and  the  Arch  Shares
contemplated  under this  Agreement (the  "Closing")  shall occur on the date of
this Agreement at the executive  offices of the Company (the "Closing Date"). At
the Closing:




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     (i) the parties hereto shall execute and deliver this Agreement;

     (ii) the Company shall issue to its transfer agent irrevocable instructions
to issue a certificate to Buyer evidencing the Company Shares;

2.   Arch shall deliver to Buyer  certificate(s)  representing  the Arch Shares,
     together  with  appropriate  stock powers  transferring  the Arch Shares to
     Buyer;

     (i) Buyer shall deliver to the Company by check or wire transfer $15,619.64
representing the above purchase price for the Company Shares;

     (ii) Buyer shall deliver to Arch a check in the amount of $100 representing
the purchase price for the Arch Shares; and

     (iii)  the  Company  shall  deliver  to Buyer  resolutions  of the Board of
Directors  of the  Company  approving  this  Agreement  and the  issuance of the
Company Shares to Buyer.

3.   Representations,  Warranties  and  Covenants  of the  Company.  The Company
     represents and warrants to Buyer that the following are true and correct as
     of the date of this Agreement:

(a) The Company is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Delaware,  with all requisite  corporate
power and authority to carry on the business in which it is engaged,  to own the
properties it owns, to execute and deliver this  Agreement and to consummate the
transactions contemplated hereby.

(b) The  authorized  capital stock of the Company  consists of: (i)  300,000,000
shares of Class A Common  Stock,  of which  143,803,594  shares  are  issued and
outstanding;  (ii)  100,000  shares of Class B Common  Stock,  of which  100,000
shares are issued and  outstanding;  (iii) 2,000,000 shares of Class A Preferred
Stock,  par  value  $0.001  per  share,  none of  which  shares  are  issued  or
outstanding;  (iv) 300,000 shares of Class B Preferred  Stock,  par value $0.001
per share,  of which 70,000 shares are issued and  outstanding;  and (v) 100,000
shares of Class C Preferred  Stock,  par value  $0.001 per share,  none of which
share are issued and outstanding. All of issued and outstanding shares of issued
capital  stock has been  duly  authorized,  validly  issued,  fully  paid and is
nonassessable.  There exist no options, warrants,  subscriptions or other rights
to purchase,  or securities  convertible  into or exchangeable  for, the capital
stock of the Company.




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(c) The Company Shares have been duly authorized, and when issued to Buyer under
the  terms  of  this  Agreement,   will  be  validly  issued,   fully  paid  and
nonassessable.

(d) The  execution,  delivery and  performance  by the Company of this Agreement
have been duly authorized by the Company.  This Agreement has been duly executed
and  delivered  by the  Company  and  constitutes  the legal,  valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms,  except as may be limited by  applicable  bankruptcy,  insolvency  or
similar  laws  affecting  creditors'  rights  generally or the  availability  of
equitable remedies.

(e) Neither the  execution,  delivery or  performance  of this Agreement nor the
consummation  of the  transactions  contemplated  hereby  or  thereby  will  (i)
conflict  with,  or result in a violation or breach of the terms,  conditions or
provisions of, or constitute a default under,  the Certificate of  Incorporation
or Bylaws of the  Corporation  or any agreement,  indenture or other  instrument
under which the Company is bound, or result in the creation or imposition of any
security  interest,  lien,  charge or encumbrance  upon any of the assets of the
Company, or (ii) violate or conflict with any judgment,  decree, order, statute,
rule or regulation of any court or any public, governmental or regulatory agency
or body having jurisdiction over the Company.

(f) No consent,  authorization,  approval, permit or license of, or filing with,
any governmental or public body or authority,  any lender or lessor or any other
person or entity is required to authorize,  or is required in  connection  with,
the execution, delivery and performance of this Agreement by the Company.

(g) There are no existing  violations  by the Company of any  federal,  state or
local law or regulation.

(h) There are no legal actions or  administrative  proceedings or investigations
instituted or threatened in writing against the Company. The Company is not: (i)
subject to any continuing court or  administrative  order,  writ,  injunction or
decree  applicable  specifically  to the  Company  or to its  business,  assets,
operations  or  employees;  or (ii) in default  with  respect to any such order,
writ, injunction or decree.

4.   Representations,  Warranties  and Covenants of Arch.  Arch  represents  and
     warrants to Buyer as follows:

(a) The  offer  and  sale of the Arch  Shares  is  intended  to be  exempt  from
registration  under  the  Securities  Act,  by  virtue  of  Section  4(2) of the
Securities Act.




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(b) This Agreement has been duly  authorized,  validly executed and delivered on
behalf of Arch and is a valid  and  binding  agreement  and  obligation  of Arch
enforceable against Arch in accordance with its terms, subject to limitations on
enforcement  by general  principles  of equity and by  bankruptcy  or other laws
affecting the  enforcement  of creditors'  rights  generally,  and Arch has full
power  and  authority  to  execute  and  deliver  this  Agreement  and the other
agreements  and  documents  contemplated  hereby and to perform its  obligations
hereunder and thereunder.

(c) The  execution and delivery of this  Agreement,  the sale of the Arch Shares
and the consummation of the transactions contemplated by this Agreement by Arch,
will not conflict  with or result in a breach of or a default under any material
agreement or instrument to which Arch is a party or by which any of his material
properties or assets is bound, any material provision of any law, statute, rule,
regulation,  or any existing applicable decree,  judgment or order by any court,
federal or state regulatory body,  administrative  agency, or other governmental
body having  jurisdiction over Arch, or any of his material properties or assets
or will result in the creation or  imposition  of any material  lien,  charge or
encumbrance  upon any material  property or assets of Arch pursuant to the terms
of any  agreement  or  instrument  to  which he is a party or by which he may be
bound or to which any of his property is subject.

(d) No authorization, approval, filing (other than possible notice filings) with
or consent of any governmental  body is required for the sale of the Arch Shares
to Buyer pursuant to this Agreement.

(e) Arch is the legal,  beneficial and registered owner of the Arch Shares, free
and clear of any liens, charges or encumbrances. At the Closing, upon payment of
the purchase price for the Arch Shares,  Buyer will acquire all right, title and
interest in the Arch Shares being acquired, free and clear of all liens, charges
or encumbrances.

5.   Representations,  Warranties and Covenants of Buyer.  Buyer  represents and
     warrants to the Company and Arch as follows:

(a) Buyer is an "accredited  investor" as defined under Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act").

(b) Buyer is acquiring the Company Shares and the Arch Shares (collectively, the
"Subject Shares") for its own account and not with a view to any distribution of
the Subject Shares in violation of the Securities Act.

(c) Buyer acknowledges that it has significant prior investment experience,  and
Buyer recognizes the highly speculative nature of this investment.



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(d) Buyer  acknowledges  that the  Subject  Shares  have not been passed upon or
reviewed by the  Securities and Exchange  Commission.  Buyer agrees that it will
not sell,  transfer  or  otherwise  dispose of any of the  Subject  Shares it is
acquiring  hereunder  unless they are registered  under the  Securities  Act, or
unless an exemption from such registration is available.  Buyer understands that
the Subject Shares have not been  registered  under the Securities Act by reason
of a claimed exemption under the provisions of the Securities Act.

(e) This Agreement  constitutes a valid and binding  agreement and obligation of
Buyer  enforceable  against  Buyer in  accordance  with its  terms,  subject  to
limitations  on  enforcement  by general  principles of equity and bankruptcy or
other laws affecting the enforcement of creditors' rights generally.

(f) This Agreement has been duly  authorized,  validly executed and delivered on
behalf of Buyer,  and Buyer has full power and  authority to execute and deliver
this Agreement and the other agreements and documents contemplated hereby and to
perform its obligations hereunder and thereunder.

(g) Buyer has had access to any and all information  concerning the Company that
Buyer and its financial, tax and legal advisors required or considered necessary
to make a proper evaluation of this investment.  Specifically, Buyer has had the
opportunity to review  Company's annual report on Form 10-KSB for the year ended
December 31, 2004,  quarterly  reports on Form 10-QSB for the  quarterly  period
ended March 31, 2005,  June 30, 2005 and September 30, 2005  (collectively,  the
"Securities Filings"). Buyer understands that:

o    The  Company  does not have  sufficient  working  capital  to  execute  its
     business plan, has substantial  debt obligations and has no arrangements in
     place to provide it with adequate working capital.

o    Between  December 31, 2003 and late 2005, the Company failed to comply with
     substantially  all of the  obligations  imposed  upon it by the  Securities
     Exchange Act of 1934 Act.

o    The Company was  delinquent in filing its annual reports on Form 10-KSB for
     the periods ended  December 31, 2003 and December 31, 2004,  was delinquent
     in filing is  quarterly  reports of Form 10-QSB for the  quarterly  periods
     ending in 2005,  is  delinquent  in filing  its  quarterly  reports on Form
     10-QSB for the quarterly  periods ending in 2003 and 2004 and is delinquent
     in filing required current reports on Form 8-K during these periods.




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In making the  decision to acquire the Subject  Shares,  Buyer and its  advisers
have relied solely upon the  Securities  Filings,  this  Agreement and their own
independent  investigations,  and fully understand that there are no guarantees,
assurances  or  promises  in  connection  with  any  investment   hereunder  and
understand that the particular tax consequences  arising from this investment in
the  Company  will  depend  upon its  individual  circumstances.  Buyer  further
understands  that no opinion is being given as to any  securities or tax matters
in connection herewith.

6.   Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the internal  laws of the State of Texas,  without  giving
     effect to any of the conflicts of law principles  which would result in the
     application of the substantive law of another jurisdiction.

7.   Notices.  All notices and other  communications  provided  for or permitted
     hereunder  shall be made in writing  by hand  delivery,  express  overnight
     courier,  registered first class mail,  overnight  courier,  or telecopier,
     initially  to the  address  set forth on the  signature  page  hereto,  and
     thereafter  at such other  address,  notice of which is given in accordance
     with the  provisions of this Section.  All such notices and  communications
     shall be deemed  to have  been  duly  given:  when  delivered  by hand,  if
     personally delivered;  three (3) business days after being deposited in the
     mail,  postage  prepaid,  if  mailed;  the next  business  day after  being
     deposited  with  an  overnight  courier,  if  deposited  with a  nationally
     recognized,  overnight  courier service;  when receipt is acknowledged,  if
     telecopied.

8.   Entire Agreement.  This Agreement  constitutes the entire understanding and
     agreement  of the parties  with  respect to the subject  matter  hereof and
     supersedes all prior and/or  contemporaneous  oral or written  proposals or
     agreements  relating thereto all of which are merged herein. This Agreement
     may not be  amended  or any  provision  hereof  waived in whole or in part,
     except by a written amendment signed by all of the parties hereto.

9.   Counterparts.  This Agreement may be executed by facsimile signature and in
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same instrument.

     IN WITNESS WHEREOF,  this Stock Purchase Agreement was duly executed on the
date first written above.





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                    EQUITY TECHNOLOGIES & RESOURCES, INC.


                    By:/s/James K. Millard
                       ---------------------------------
                    James K. Millard
                    Chief Executive Officer and President

                 Address: P.O. Box 12012
                          Lexington, Kentucky  40579


                    By:/s/ James Arch
                       ---------------------------------
                    James Arch

                 Address: P.O. Box 12012
                          Lexington, Kentucky  40579


                    MLH INVESTMENTS, LLC


                    By:/s/Scott A. Haire, Manager
                       ---------------------------------
                    Scott A. Haire, Manager

                Address:  2225 E. Randol Mill Road, Suite 305
                          Arlington, Texas  76011





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