EXHIBIT 10.5

                              CONSULTING AGREEMENT

This  Agreement is made  effective as of this 23rd day of October,  2003, by and
between INNOVATIVE TECHNOLOGIES,  INC., a Kentucky corporation,  operating under
Federal Tax  Identification  Number 61-1070590,  (hereinafter  "Consultant") and
EQUITY  TECHNOLOGIES  &  RESOURCES,  INC., a Delaware  Corporation  (hereinafter
"Company").

WHEREAS,  in this  Agreement,  the party who is contracting to receive  services
shall be referred to as the  COMPANY,  and the party who will be  providing  the
services shall be referred to as the CONSULTANT; and,

WHEREAS, the CONSULTANT through its Principal/s, has training and/or  experience
in commercial banking;  public  and private  business acquisitions/sales/mergers
/restructuring  involving  negotiation - brokerage - evaluation;  public/private
development  agreements;  networking - corporate or political;  public and media
relations;  governmental  relations;  and is willing to provide  services to the
COMPANY based on said training and experience; and,

WHEREAS, the COMPANY has enjoyed a satisfactory  relationship with Consultant in
the past, desires to have specific services provided by the Consultant, and,

NOW,  THEREFORE,  in consideration of the terms and conditions  hereof and other
good and valuable  consideration,  the aforementioned parties do hereby agree as
follows:

1.   DESCRIPTION OF SERVICES:  Beginning on the 24th day of October, 2003 agrees
     to  provide  and  will  continue  until  such  time  as this  agreement  is
     terminated, ended, or prolonged by mutual agreement, the CONSULTANT has and
     will provide the following  services  (collectively,  the "services"):  The
     CONSULTANT will offer its expertise and experience in assisting the COMPANY
     in areas including,  but not limited to those services provided hereinabove
     and including assisting the COMPANY in  restructuring/merger  effort/s with
     the goal of the COMPANY becoming a vibrant,  profitable business,  actively
     traded in the public market place resulting in a strong shareholder base.

2.   PERFORMANCE  OF  SERVICES:  The  manner  in which  the  Services  are to be
     performed  shall be determined by the  CONSULTANT and the COMPANY will rely
     on the CONSULTANT to do whatever may be reasonably necessary to fulfill its
     obligations  under this agreement.  The CONSULTANT  agrees to make the best
     effort possible to fulfill the requests of the Company.

3.   PAYMENT:  The COMPANY will pay a fee to the  CONSULTANT for its Services of
     $25,000 Cash or in lieu of cash, predicated on the current trading price of


                                        1

<PAGE>



     $.025 per share,  1,000,000  Shares of Common  Stock  issued under SEC Rule
     S-8, upon execution of this agreement.  If the services provided results in
     the  restructuring  of the common  stock of COMPANY  with a Reverse  Split,
     COMPANY  will  cause  100,000  post  reverse  split  shares to be issued to
     CONSULTANT  and if CONSULTANT is successful in  introducing a  satisfactory
     merger  candidate  and a  merger  is  consummated,  COMPANY  will  cause an
     additional  100,000 post reverse  split shares to be issued to  CONSULTANT.
     All of these post reverse split shares shall be issued under SEC Rule S-8.

4.   EXPENSE   REIMBURSEMENT.   The   CONSULTANT   shall  not  be   entitled  to
     reimbursement from the COMPANY for any expenses incurred in the performance
     of its  duties  under  this  agreement  unless  pre-approved  in writing by
     COMPANY.

5.   RELATIONSHIP OF PARTIES.  The parties  understand that the CONSULTANT is an
     independent contractor with respect to the COMPANY and not an employee. The
     COMPANY will not provide fringe  benefits of any kind or nature,  including
     health  insurance,  paid vacation,  or any other  employee  benefit for the
     CONSULTANT.

6.   EMPLOYEES.  The provisions of this Agreement  shall also bind any employees
     or associates of the CONSULTANT,  or other consultants who perform services
     for the CONSULTANT or the COMPANY under the terms of this Agreement.

7.   ASSIGNABILITY. The parties agree that the CONSULTANT ma not assign its role
     or compensation in this Agreement to any third party, unless first approved
     in  writing  by the  COMPANY,  which  consent  shall  not  be  unreasonably
     withheld.

8.   NOTICES. All notices required or permitted under this Agreement shall be in
     writing  and  shall be  deemed  delivered  when  delivered  in  person,  by
     Registered Mail, or properly acknowledged, by Federal Express, addressed as
     follows:

         IF for COMPANY:

                                    Equity Technologies & Resources, Inc.
                                    James K. Millard, President & CEO
                                    325 W. Main Street, Suite 240
                                    Lexington, KY 40507
                                    Telephone: 859-268-4446
                                    Facsimile:  859-266-4243

         IF for CONSULTANT:

                                    Innovative Technologies, Inc.
                                    Frank Barker, Chairman & CEO
                                    PO Box 22022
                                    Lexington, KY 40522
                                    Telephone: 859-266-9772
                                    Facsimile:  859-266-9773

                                        2

<PAGE>



9.   EXECUTION. This agreement may be signed by fax and in counterparts.

10.  AMENDMENT.  This  Agreement  may be modified or amended if the amendment is
     made in writing and is signed by both parties.

11.  SEVERABILITY.  If any  provision  of  this  Agreement  shall  be held to be
     invalid or  unenforceable  for any reason,  the remaining  provisions shall
     continue to be valid and  enforceable.  If a court finds that any provision
     of this  Agreement is invalid or  unenforceable,  but that by limiting such
     provision it would become valid and enforceable,  then such provision shall
     be deemed to be written, construed, and enforced as so limited.

12.  WAIVER OF  CONTRACTUAL  RIGHT.  The  failure of either  part to enforce any
     provision  of  this  Agreement  shall  not  be  construed  as a  waiver  or
     limitation of that party's right to subsequently  enforce and compel strict
     compliance with every provision of this Agreement.

13.  APPLICABLE  LAW.  This  Agreement  shall be governed by and be  interpreted
     under the laws of the  Commonwealth  of Kentucky,  without giving effect to
     the  principles  of conflict of laws,  with all parties  agreeing  that any
     legal action arising from a breach of the agreement shall be brought in the
     Courts of Kentucky,  which shall have the exclusive venue and  jurisdiction
     over the subject matter and the parties to this Agreement.

14.  ENTIRE  AGREEMENT/CONTRACTUAL  CAPACITY. This Agreement contains the entire
     agreement of the parties and there are no other  promises or  conditions in
     any other agreement whether oral or written.  This Agreement supersedes any
     prior written or oral agreements between the parties. The parties stipulate
     that  the  signatories  to  this  agreement  have  full  authorization  and
     contractual capacity on behalf of their respective organizations.


INNOVATIVE TECHNOLOGIES, INC.

By: /s/ Frank Barker
-----------------------------------
      Name:  Frank Barker,
      Title:    Chairman & CEO


Equity Technologies & Resources, Inc.


By: /s/ James K. Millard
-----------------------------------
       Name: James K. Millard,
       Title:   President & CEO

                                        3