Exhibit 10.2 - Promissory Note to Richard Strain regarding funding of MCNIC
               Rodeo Gathering, Inc.


PROMISSORY NOTE

Amount of Loan: $2,300,000.00                   Date: 26 August 2002

For VALUE RECEIVED, the undersigned, Nathaniel Energy Corporation (Maker)
promises to pay to the order of Richard Strain  (Holder), or its assigns, at 417
Manchester Rd. (Rt. 55), Poughkeepsie, New York 12603, or such other place as
Holder hereof may designate in writing, the sum of Two Million Three Hundred
Thousand Dollars ($2,300,000.00) in lawful money of the United States, interest
will be payable and paid by the Maker to the Holder on the outstanding principal
balance of the Note from time to time at an annual rate of equal to two percent
over the average of "prime" rate as published in the Wall Street Journal, such
rate payable being adjusted on the day of publication of change, said sum
payable as follows:

The Maker and the Holder agree that Maker will repay the principal amount of the
Note together with accrued and unpaid interest in an amount equal to eighty
percent of the gross production cash flow received by MCNIC Rodeo Gathering,
Inc. with respect to that company's interest in Keyes Helium, LLC, paid to the
Holder within ten days after the end of each month in which such production cash
flow is received by MCNIC, the amount paid by the Maker being first credited to
accrued and unpaid interest and the balance credited to the unpaid balance of
principal.

The Maker pledges and grants to the holder, as collateral security for the full
and punctual payment and performance of the Maker's obligations under the Note,
a perfected lien and first priority security interest in and to all of the
shares of MCNIC which the Maker owns from time to time, and in perfection hereof
shall deliver the certificates representing such collateral security to an agent
of the Holder as designated from time to time by the Holder, together with a
stock power executed by the Maker in blank; provided, that upon the full payment
of such obligations the Holder shall direct his agent to return such
certificates to the Maker free and clear and without any payment therefore;
provided, further, that the Holder shall not transfer such collateral security
in any manner (under repurchase contracts or otherwise) during the term of the
Note, unless empowered by default of the Maker, as provided in the Note, and
shall not pledge or hypothicate the collateral security.

In the event the Holder agrees to release the Maker of the Note from liability
for repayment of principal and payment of interest upon the assumption of such
obligations by MCNIC, subject to a pledge by MCNIC of its interest in Keyes
Helium, LLC under the same terms as provided in the Note for the pledge of
collateral security and confirmation of dedication of eighty percent of MCNIC's
production cash flow to repayment of the Note, then the holder shall release the
collateral security pledged by the Maker in the same manner as if the Maker had
fully paid the principal and interest on the Note.

Time being of the essence, if any sum of money herein required to be paid is not
paid within ninety (90) days after the same becomes due, or if maker defaults in
the performance of any of the agreements contained herein, then the entire
principal sum and accrued interest shall both bear interest from date of default
of Eighteen percent (18%).  Failure to exercise this option shall not constitute
a waiver of the right to exercise the same in the event of any subsequent
default.

In addition, to the foregoing, the undersigned shall have the right at any time
to make pre-payments on principal in whole or in part without penalty or
premium.

The note holder may at any time convert the outstanding balance due on this note
to the Company's Restricted Common Stock at __ per share plus one (1) share of
the Company's Common Stock purchase warrants at __ per share with full
registration rights due at the time of any registration by the Company.

All makers and endorsers now or hereafter become liable hereon, jointly and
severally, waive demand, presentment, notice of nonpayment and protest, and
agree, that if this Note becomes in default and is delivered to an attorney for
collection to pay all costs, including reasonable attorney's fees whether suit
be brought or not, including fees for appellate proceedings and that the Holder
may extend the time for payment from time to time, or forbear to enforce payment
without obtaining the consent of such makers or endorsers and without
discharging or affecting their liability hereon.

This note has been executed and delivered in the State of Colorado, and its
terms and provisions are to be governed and construed by, the Laws of the State
of Colorado.


/s/_Stan Abrams_
    Stan Abrams
    President
    Nathaniel Energy Corporation

Acknowledged and Accepted:

/s/_Richard Strain_
    Richard Strain
    Holder