Exhibit 10.5

                           PROMISSORY/CONVERTIBLE NOTE

$5,000.00                                                   Date: March 28, 2006

     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  40579  ("Maker"),  promises to pay to the order of
Innovative  Technologies,  Inc., P.O. Box 22022,  Lexington, KY 40522 ("Payee"),
the principal sum of Five Thousand Dollars and no/100 ($5,000.00), 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 March 28, 2007, 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  March 28, 2007. 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;




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          (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.

     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  40579 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.


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     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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