EXHIBIT 10.13
PROMISSORY/CONVERTIBLE NOTE
$10,000.00
Date: September 7, 2005
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 40511 ("Maker"), promises to pay to the order of Lee
M. Tillman, 402 30th Avenue, Seattle, WA 98122 ("Payee"),
the principal sum
of
Ten Thousand Dollars
and no/100
($10,000.00), 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
September 7, 2006,
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 September 7, 2006. 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;
(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 s
