Exhibit 10.4

                           CONVERTIBLE PROMISSORY NOTE


$132,912                                                       December 13, 2005

     FOR VALUE RECEIVED, the undersigned Equicap, Inc., a Nevada corporation
("Maker") promises to pay to the order of Duluth Venture Capital Partners, LLC
("Lender"), at its principal office, or at such other place as may be designated
in writing by the holders of this Promissory Note ("Note"), the principal sum of
ONE HUNDRED THIRTY TWO THOUSAND NINE HUNDRED TWELVE DOLLARS AND 00/100 DOLLARS
($132,912) (the "Principal Sum"). The unpaid Principal Sum shall not bear
interest and shall be due on demand.

     All payments to be made under this Note shall be payable in lawful money of
the United States of America which shall be legal tender for public and private
debts at the time of payment.

     In the event that an action is instituted to collect this Note, or any
portion thereof, Maker promises to pay all costs of collection, including but
not limited to reasonable attorneys' fees, court costs, and such other sums as
the court may establish.

     In the event of a default under this Note when due, then the holder of this
Note, at its election, may declare the entire unpaid Principal Sum due and
payable.

     Lender shall have the right at any time after the earlier of (a) March 31,
2006 or (b) a Change of Control to convert the Principal Sum into 600,000 shares
of common stock of the Maker ("Shares"). The number of Shares to be issued upon
conversion shall be subject to equitable adjustment in the event of any forward
or reverse stock split of the Maker's common stock. For purposes of this Note, a
Change of Control shall be deemed to occur upon the closing of the acquisition
by Equicap of an operating company or the infusion of assets into Equicap with
an audited value of not less than $500,000.

     Every provision hereof is intended to be several. If any provision of this
Note is determined, by a court of competent jurisdiction to be illegal, invalid
or unenforceable, such illegality, invalidity or unenforceability shall not
affect the other provisions hereof, which shall remain binding and enforceable.

     This Note is made in the State of Colorado and it is mutually agreed that
Colorado law shall apply to the interpretation of the terms and conditions of
this Note.

     All agreements between the holder of this Note and Maker are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of deferment or acceleration of the maturity of this Note or otherwise,
shall the rate of interest hereunder exceed the maximum permissible under
applicable law with respect to the holder. If, from any circumstances
whatsoever, the rate of interest resulting from the payment and/or accrual of
any amount of interest hereunder, at any time that payment of interest is due

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and/or at any time that interest is accrued, shall exceed the limits prescribed
by such applicable law, then the payment and/or accrual of such interest shall
be reduced to that resulting from the maximum rate of interest permissible under
such applicable law. This provision shall never be superseded or waived.

     The makers, endorsers, and/or guarantors of this Note do hereby severally
waive presentment, demand, protest and notices of protest, demand, dishonor and
nonpayment.

     IN WITNESS WHEREOF, this instrument is executed as of the date first
hereinabove set forth.


                                                EQUICAP, INC.


                                               By: /s/ Stephen M. Siedow
                                                  ------------------------------
                                                       Stephen M. Siedow
                                                       President