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
