<PAGE>



EXHIBIT 10.8
OPTION TO PURCHASE 200,000 SHARES OF COMMON STOCK ISSUED TO
JOHN B. CONNALLY, III

THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT COVERING SUCH  SECURITIES,  THE SALE IS MADE IN ACCORDANCE WITH RULE 144, OR
THE COMPANY  RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE  SECURITIES,
REASONABLY  SATISFACTORY  TO THE  COMPANY,  STATING  THAT SUCH  SALE,  TRANSFER,
ASSIGNMENT  OR  HYPOTHECATION  IS EXEMPT FROM THE  REGISTRATION  AND  PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.


                         OPTION TO PURCHASE COMMON STOCK
                                       OF
                               BPK Resources, Inc.
                           Void after January 30, 2006

         This certifies that, for value received,  John B. Connally  ("Holder"),
is  entitled,  subject  to the terms  set  forth  below,  to  purchase  from BPK
Resources,  Inc., a Nevada  corporation  (the  "Company"),  shares of the common
stock,  $.001  par  value  per  share,  of  the  Company  ("Common  Stock"),  as
constituted  on the date hereof (the "Option  Issue  Date"),  with the Notice of
Exercise  attached hereto duly executed,  and  simultaneous  payment therefor in
lawful money of the United States or as otherwise  provided in Section 3 hereof,
at the Exercise Price then in effect.  The number,  character and Exercise Price
of the shares of Common  Stock  issuable  upon  exercise  hereof are  subject to
adjustment as provided herein.

         1. Term of Option.  This Option  shall be  exercisable,  in whole or in
part,  during the term  commencing  on the Option  Issue Date and ending at 5:00
p.m.  CST on January 30, 2006 (the "Option  Expiration  Date") and shall be void
thereafter.

         2. Number of Shares and Exercise Price.

            2.1 Number of Shares. The number of shares of Common Stock which may
be  purchased  pursuant to this Option shall be 200,000  shares (the  "Shares"),
subject, however, to adjustment pursuant to Section 11 hereof.

            2.2  Exercise  Price.  The Exercise  Price at which this Option,  or
portion thereof, may be exercised shall be $0.65 per Share, subject, however, to
adjustment pursuant to Section 11 hereof.

         3. Exercise of Option.

            3.1  Payment of Exercise  Price.  Subject to the terms  hereof,  the
purchase  rights  represented  by this Option are  exercisable  by the Holder in
whole or in part,  at any time,  or from time to time,  by the surrender of this
Option and the Notice of Exercise  annexed hereto duly


<PAGE>

completed and executed on behalf of the Holder, at the office of the Company (or
such  other  office or agency of the  Company as it may  designate  by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company) accompanied by payment of the Exercise Price in full either (i) in cash
or by bank or  certified  check for the Shares with respect to which this Option
is exercised;  (ii) by delivery to the Company of shares of the Company's Common
Stock  having a Fair Market  Value (as  defined  below)  equal to the  aggregate
Exercise  Price of the Shares  being  purchased  which  Holder is the record and
beneficial  owner of and which have been held by the Holder for at least six (6)
months; or (iii) by delivering to the Company a Notice of Exercise together with
an  irrevocable  direction to a  broker-dealer  registered  under the Securities
Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  to sell a sufficient
portion of the Shares and deliver the sales proceeds  directly to the Company to
pay the Exercise  Price;  or (iv) by any combination of the procedures set forth
in subsections (i), (ii) and (iii) of this Section 3.1.

            3.2 Fair Market Value.  If  previously  owned shares of Common Stock
are tendered as payment of the Exercise Price, the value of such shares shall be
the "Fair Market Value" of such shares on the trading date immediately preceding
the date of exercise. For the purpose of this Agreement, the "Fair Market Value"
shall be:

               (a) If the Common  Stock is admitted to quotation on the National
Association of Securities  Dealers Automated  Quotation System  ("NASDAQ"),  the
Fair Market  Value on any given date shall be the average of the highest bid and
lowest  asked prices of the Common Stock as reported for such date or, if no bid
and asked prices were reported for such date,  for the last day  preceding  such
date for which such prices were reported;

               (b) If the Common Stock is admitted to trading on a United States
securities  exchange or the NASDAQ National Market System, the Fair Market Value
on any date shall be the closing  price  reported  for the Common  Stock on such
exchange  or system for such date or, if no sales were  reported  for such date,
for the last day preceding such date for which a sale was reported;

               (c) If the Common Stock is traded in the over-the-counter  market
and not on any national  securities exchange nor in the NASDAQ Reporting System,
the Fair Market  Value shall be the average of the mean between the last bid and
ask prices per share, as reported by the National Quotation Bureau,  Inc., or an
equivalent  generally  accepted reporting  service,  or if not so reported,  the
average of the  closing  bid and asked  prices for a share as  furnished  to the
Company by any member of the National  Association of Securities Dealers,  Inc.,
selected by the Company for that purpose; or

               (d) If the  Fair  Market  Value of the  Common  Stock  cannot  be
determined on the basis previously set forth in this definition on the date that
the Fair Market Value is to be determined, the Board of Directors of the Company
shall in good faith  determine the Fair Market Value of the Common Stock on such
date.



                                       2
<PAGE>


If the tender of previously  owned shares would result in an issuance of a whole
number of Shares  and a  fractional  Share of  Common  Stock,  the value of such
fractional share shall be paid to the Company in cash or by check by the Holder.

            3.3 Termination of status as an Officer and Director; Death.

               (a) If Holder  shall  cease to serve as an officer  and member of
the Board of  Directors  of the  Company,  all  Options to which  Holder is then
entitled to exercise  may be exercised  only within  ninety (90) days after such
event and prior to the Option Termination Date.

               (b) If Holder shall die while serving as a member of the Board of
Directors of the Company and prior to the Option  Termination  Date, any Options
then exercisable may be exercised only within one (1) year after Holder's death,
prior  to  the  Option  Termination  Date  and  only  by the  Holder's  personal
representative  or persons  entitled thereto under the Holder's will or the laws
of descent and distribution.

               (c) This Option may not be exercised for more Shares  (subject to
adjustment  as provided in Section 11 hereof)  after Holder ceases to serve as a
member of the Board of  Directors  of the Company or death,  as the case may be,
than  the  Holder  was  entitled  to  purchase  thereunder  at the  time  of the
termination of Holder's status as a member of the Board of Directors or death.

            3.4 Exercise Date;  Delivery of  Certificates.  This Option shall be
deemed to have been exercised  immediately prior to the close of business on the
date of its  surrender  for  exercise as  provided  above,  and Holder  shall be
treated for all  purposes as the holder of record of such Shares as of the close
of business on such date. As promptly as  practicable  on or after such date and
in any event within ten (10) days  thereafter,  the Company at its expense shall
issue and deliver to the Holder a certificate or certificates  for the number of
Shares  issuable upon such exercise.  In the event that this Option is exercised
in part,  the  Company at its expense  will  execute and deliver a new Option of
like tenor  exercisable  for the number of shares for which this Option may then
be exercised.

         4. No  Fractional  Shares  or  Scrip.  No  fractional  shares  or scrip
representing fractional shares shall be issued upon the exercise of this Option.
In lieu of any fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price  multiplied by
such fraction.

         5.   Replacement   of  Option.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Option and, in the case of loss,  theft or  destruction,  on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Option, the
Company at its expense shall execute and deliver,  in lieu of this Option, a new
Option of like tenor and amount.



                                       3
<PAGE>

         6. Rights of Stockholder.  Except as otherwise contemplated herein, the
Holder  shall not be  entitled  to vote or  receive  dividends  or be deemed the
holder of Common  Stock or any other  securities  of the Company that may at any
time be issuable on the  exercise  hereof for any  purpose,  nor shall  anything
contained  herein be  construed to confer upon the Holder,  as such,  any of the
rights of a stockholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to stockholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value, or change of stock to no par value, consolidation,  merger, conveyance or
otherwise)  or to  receive  notice  of  meetings,  or to  receive  dividends  or
subscription  rights or otherwise  until the Option shall have been exercised as
provided herein.

         7. Transfer of Option.

            7.1.  Non-Transferability.   This  Option  shall  not  be  assigned,
transferred,  pledged or  hypothecated  in any way,  nor  subject to  execution,
attachment or similar process,  otherwise than by will or by the laws of descent
and distribution.  Any attempted assignment,  transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof, and the levy
of an execution,  attachment,  or similar process upon the Option, shall be null
and void and without effect.

            7.2. Compliance with Securities Laws;  Restrictions on Transfers. In
addition  to  restrictions  on  transfer  of this Option and Shares set forth in
Section 7.1 above.

               (a) The Holder of this Option, by acceptance hereof, acknowledges
that this  Option and the  Shares to be issued  upon  exercise  hereof are being
acquired  solely for the Holder's own account and not as a nominee for any other
party, and for investment  (unless such shares are subject to resale pursuant to
an effective prospectus),  and that the Holder will not offer, sell or otherwise
dispose  of  any  Shares  to  be  issued  upon  exercise   hereof  except  under
circumstances  that will not result in a  violation  of  applicable  federal and
state  securities  laws.  Upon  exercise of this Option,  the Holder  shall,  if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Shares of Common Stock so purchased are being acquired solely
for the  Holder's  own  account and not as a nominee  for any other  party,  for
investment  (unless  such shares are subject to resale  pursuant to an effective
prospectus), and not with a view toward distribution or resale.

               (b) Neither this Option nor any share of Common Stock issued upon
exercise  of  this  Option  may be  offered  for  sale  or  sold,  or  otherwise
transferred  or sold in any  transaction  which would  constitute a sale thereof
within the meaning of the 1933 Act, unless (i) such security has been registered
for sale under the 1933 Act and registered or qualified under  applicable  state
securities  laws relating to the offer an sale of  securities;  (ii)  exemptions
from the  registration  requirements  of the 1933  Act and the  registration  or
qualification  requirements of all such state  securities laws are available and
the  Company  shall have  received  an opinion  of counsel  satisfactory  to the
Company that the proposed sale or other  disposition  of such  securities may be
effected  without  registration  under the 1933 Act and would not  result in any
violation of any applicable  state  securities laws relating to the registration
or  qualification  of securities  for sale,  such counsel and such opinion to be
satisfactory to the Company.



                                       4
<PAGE>

               (c) All Shares  issued upon  exercise  hereof shall be stamped or
imprinted with a legends in substantially the following form (in addition to any
legend required by state securities laws).

THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT COVERING SUCH  SECURITIES,  THE SALE IS MADE IN ACCORDANCE WITH RULE 144, OR
THE COMPANY  RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE  SECURITIES,
REASONABLY  SATISFACTORY  TO THE  COMPANY,  STATING  THAT SUCH  SALE,  TRANSFER,
ASSIGNMENT  OR  HYPOTHECATION  IS EXEMPT FROM THE  REGISTRATION  AND  PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.


         8. Reservation and Issuance of Stock; Payment of Taxes.

            (a) The Company  covenants  that during the term that this Option is
exercisable,  the Company will reserve from its authorized  and unissued  Common
Stock a  sufficient  number of shares to provide for the  issuance of the Shares
upon the  exercise  of this  Option,  and from  time to time will take all steps
necessary  to amend its  Certificate  of  Incorporation  to  provide  sufficient
reserves of shares of Common Stock issuable upon the exercise of the Option.

            (b) The Company  further  covenants  that all shares of Common Stock
issuable  upon the due  exercise  of this Option will be free and clear from all
taxes or liens,  charges and  security  interests  created by the  Company  with
respect to the issuance thereof,  however, the Company shall not be obligated or
liable for the  payment of any taxes,  liens or charges of Holder,  or any other
party  contemplated  by Section 7, incurred in  connection  with the issuance of
this  Option or the  Common  Stock upon the due  exercise  of this  Option.  The
Company agrees that its issuance of this Option shall  constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the shares of Common Stock upon
the exercise of this Option.  The Common Stock issuable upon the due exercise of
this Option,  will, upon issuance in accordance  with the terms hereof,  be duly
authorized, validly issued, fully paid and non-assessable.

            (c) Upon exercise of the Option, the Company shall have the right to
require  the  Holder to remit to the  Company  an amount  sufficient  to satisfy
federal,  state and local tax withholding  requirements prior to the delivery of
any certificate for Shares of Common Stock purchased  pursuant to the Option, if
in the  opinion of counsel to the Company  such  withholding  is required  under
applicable tax laws.

            (d) If Holder is obligated to pay the Company an amount  required to
be withheld under  applicable tax withholding  requirements  may pay such amount
(i) in cash;  (ii) in the  discretion  of the Board of Directors of the Company,
through the delivery to the Company of  previously-owned  shares of Common Stock
having an aggregate Fair Market Value equal to the


                                       5
<PAGE>

tax  obligation   provided  that  the  previously   owned  shares  delivered  in
satisfaction  of the withholding  obligations  must have been held by the Holder
for at least six (6) months;  (iii) in the  discretion of the Board of Directors
of the Company,  through the  withholding  of Shares of Common  Stock  otherwise
issuable to the Holder in connection  with the Option  exercise;  or (iv) in the
discretion of the Board of Directors of the Company,  through a  combination  of
the  procedures  set forth in  subsections  (i),  (ii) and (iii) of this Section
8(d).

         9. Notices.

            (a)  Whenever  the  Exercise  Price or number of shares  purchasable
hereunder  shall be adjusted  pursuant to Section 11 hereof,  the Company  shall
issue a certificate  signed by its Chief  Financial  Officer  setting forth,  in
reasonable  detail,  the  event  requiring  the  adjustment,  the  amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise
Price and number of shares  purchasable  hereunder  after giving  effect to such
adjustment,  and  shall  cause a copy  of  such  certificate  to be  mailed  (by
first-class mail, postage prepaid) to the Holder of this Option.

            (b) All notices,  advices and communications under this Option shall
be deemed to have been given, (i) in the case of personal delivery,  on the date
of such  delivery  and (ii) in the case of mailing,  on the third  business  day
following the date of such mailing, addressed as follows:

                           If to the Company:

                           BPK Resources, Inc.
                           5858 Westheimer Street
                           Suite 709
                           Houston, TX 77057

                           With a copy to:

                           Spector Gadon & Rosen, PC
                           1635 Market Street, 7th Floor
                           Philadelphia, Pa.  19103
                           Attn.:  Vincent A. Vietti, Esquire

                           and to the Holder:

                           John B. Connally, III
                           c/o BPK Resources, Inc.
                           5858 Westheimer Street
                           Suite 709
                           Houston, TX 77057



                                       6
<PAGE>

         Either of the  Company or the  Holder may from time to time  change the
address  to  which  notices  to it are  to be  mailed  hereunder  by  notice  in
accordance with the provisions of this Paragraph 9.

         10. Amendments.

            (a) Any term of this Option may be amended with the written  consent
of the Company and the Holder.  Any amendment  effected in accordance  with this
Section 10 shall be binding upon the Holder, each future holder and the Company.

            (b) No  waivers  of,  or  exceptions  to,  any  term,  condition  or
provision of this Option,  in any one or more instances,  shall be deemed to be,
or construed as, a further or continuing  waiver of any such term,  condition or
provision.

         11.  Adjustments.  The  number of Shares  of Common  Stock  purchasable
hereunder and the Exercise Price is subject to adjustment from time to time upon
the occurrence of certain events, as follows:

            11.1. Reorganization, Merger or Sale of Assets. If at any time while
this Option, or any portion thereof, is outstanding and unexpired there shall be
(i) a reorganization  (other than a combination,  reclassification,  exchange or
subdivision  of  shares  otherwise  provided  for  herein);  or (ii) a merger or
consolidation of the Company in which the shares of the Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form  of  securities,  cash  or
otherwise,  then, as a part of such  reorganization,  merger,  or consolidation,
lawful provision shall be made so that the holder of this Option shall upon such
reorganization,  merger,  or  consolidation,  have the right by exercising  such
Option,  to  purchase  the kind and  number of  shares of Common  Stock or other
securities  or  property   (including  cash)  otherwise   receivable  upon  such
reorganization,  merger or  consolidation by a holder of the number of shares of
Common  Stock  that might  have been  purchased  upon  exercise  of such  Option
immediately prior to such reorganization, merger or consolidation. The foregoing
provisions   of  this  Section  11.1  shall   similarly   apply  to   successive
reorganizations,  consolidations  or  mergers.  If the  per-share  consideration
payable to the Holder hereof for shares in connection with any such  transaction
is in a form other than cash or  marketable  securities,  then the value of such
consideration  shall  be  determined  in good  faith by the  Company's  Board of
Directors. In all events, appropriate adjustment (as determined in good faith by
the  Company's  Board  of  Directors)  shall be made in the  application  of the
provisions of this Option with respect to the rights and interests of the Holder
after the  transaction,  to the end that the  provisions of this Option shall be
applicable  after that event,  as near as reasonably  may be, in relation to any
shares or other  property  deliverable  after that event upon  exercise  of this
Option.

            11.2.  Reclassification.  If the  Company,  at any time  while  this
Option,  or  any  portion  thereof,   remains  outstanding  and  unexpired,   by
reclassification of securities or otherwise,  shall change any of the securities
as to which purchase rights under this Option exist into the same or a different
number of securities of any other class or classes, this Option shall thereafter
represent  the right to acquire such number and kind of securities as would have
been issuable as


                                       7
<PAGE>

the result of such change with  respect to the  securities  that were subject to
the purchase rights under this Option immediately prior to such reclassification
or other change and the Exercise Price therefor shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 11.

            11.3. Split, Subdivision or Combination of Shares. If the Company at
any time while this Option,  or any portion  thereof,  remains  outstanding  and
unexpired shall split,  subdivide or combine the securities as to which purchase
rights under this Option  exist,  into a different  number of  securities of the
same class,  the Exercise Price and the number of shares  issuable upon exercise
of this Option shall be proportionately adjusted.

            11.4.  Adjustments  for  Dividends in Stock or Other  Securities  or
Property.  If while this Option, or any portion hereof,  remains outstanding and
unexpired the holders of the securities as to which  purchase  rights under this
Option  exist at the time shall have  received,  or, on or after the record date
fixed for the determination of eligible Stockholders, shall have become entitled
to  receive,  without  payment  therefor,  other  or  additional  stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Option shall represent the right to acquire,  in addition
to the number of shares of the security receivable upon exercise of this Option,
and without payment of any additional consideration therefor, the amount of such
other or additional  stock or other  securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security  receivable upon exercise of this Option on
the date  hereof and had  thereafter,  during the period from the date hereof to
and including the date of such  exercise,  retained such shares and/or all other
additional  stock,  other  securities  or property  available  by this Option as
aforesaid during such period.

            11.5 Good Faith.  The Company  will not,  by any  voluntary  action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed  hereunder  by the Company,  but will at all times in good
faith assist in the carrying out of all the provisions of this Section 11 and in
the taking of all such action as may be  necessary  or  appropriate  in order to
protect the rights of the Holder of this Option against impairment.

         12.  Fundamental  Transaction.  For  purposes  of this  Section  12,  a
"Fundamental  Transaction"  shall mean (i) the dissolution or liquidation of the
Company; (ii) a merger,  reorganization or consolidation in which the Company is
acquired by another person or entity (other than a holding company formed by the
Company);  (iii)  the  sale of all or  substantially  all of the  assets  of the
Company to any person or persons;  or (iv) the sale in a single transaction or a
series of related  transactions  of voting  stock  representing  more than fifty
percent  (50%) of the voting power of all  outstanding  shares of the Company to
any person or persons. In the event of a Fundamental  Transaction,  Holder shall
be given at least 15 days prior written notice of a Fundamental  Transaction and
shall be permitted  to exercise  this Option  during this 15 day period.  In the
event of a Fundamental  Transaction,  any Options  which are neither  assumed or
substituted for in connection with the Fundamental  Transaction nor exercised as
of the date of the  Fundamental  Transaction,  shall  terminate  and cease to be
outstanding  effective  as of the date of the  Fundamental  Transaction,  unless
otherwise provided by the Board of Directors of the Company.

         13.  Severability.  Whenever  possible,  each  provision of this Option
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision  of this  Option is held to be  invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
the validity,  legality or  enforceability of any other provision of this Option
in such  jurisdiction or affect the validity,  legality or enforceability of any
provision  in any  other  jurisdiction,  but  this  Option  shall  be  reformed,
construed  and  enforced in such  jurisdiction  as if such  invalid,  illegal or
unenforceable provision had never been contained herein.



                                       8
<PAGE>

         14.  Governing  Law.  The  corporate  law of the State of Nevada  shall
govern all issues and questions  concerning  the relative  rights of the Company
and its stockholders. All other questions concerning the construction, validity,
interpretation  and enforceability of this Option and the exhibits and schedules
hereto shall be governed by, and construed in accordance  with,  the laws of the
State of Texas,  without  giving  effect to any choice of law or conflict of law
rules or  provisions  (whether of the State of Texas or any other  jurisdiction)
that would cause the application of the laws of any jurisdiction  other than the
State of Texas.

         15.  Jurisdiction.  The  Holder  and the  Company  agree to  submit  to
personal  jurisdiction  and to waive any objection as to venue in the federal or
state  courts of Texas.  Service of process on the  Company or the Holder in any
action arising out of or relating to this Option shall be effective if mailed to
such party at the address listed in Section 9 hereof.

         16.  Arbitration.  If a  dispute  arises as to  interpretation  of this
Option,  it shall be decided  finally  by three  arbitrators  in an  arbitration
proceeding  conforming  to the  Rules of the  American  Arbitration  Association
applicable  to commercial  arbitration.  The  arbitrators  shall be appointed as
follows:  one by the  Company,  one by the  Holder and the third by the said two
arbitrators,  or,  if they  cannot  agree,  then the third  arbitrator  shall be
appointed by the American Arbitration Association. The third arbitrator shall be
chairman of the panel and shall be impartial.  The decision of a majority of the
arbitrators  shall be conclusively  binding upon the parties and final, and such
decision  shall  be  enforceable  as  a  judgment  in  any  court  of  competent
jurisdiction.  Each  party  shall pay the fees and  expenses  of the  arbitrator
appointed by it, its counsel and its witnesses.  The parties shall share equally
the fees and expenses of the impartial arbitrator.

         17.  Corporate  Power;  Authorization;   Enforceable  Obligations.  The
execution,  delivery  and  performance  by the Company of this  Option:  (i) are
within the  Company's  corporate  power;  (ii) have been duly  authorized by all
necessary or proper  corporate  action;  (iii) are not in  contravention  of the
Company's  certificate of incorporation or bylaws;  (iv) will not violate in any
material respect, any law or regulation, including any and all Federal and state
securities   laws,  or  any  order  or  decree  of  any  court  or  governmental
instrumentality;  and (v) will not, in any material  respect,  conflict  with or
result  in the  breach or  termination  of, or  constitute  a default  under any
agreement  or other  material  instrument  to which the Company is a party or by
which the Company is bound.

         18.  Successors and Assigns.  This Option shall inure to the benefit of
and be binding on the respective  successors,  assigns and legal representatives
of the Holder and the Company.


                                       9
<PAGE>


         IN WITNESS  WHEREOF,  the Company and Holder have caused this Option to
be executed on this 31st day of January, 2003.


                                          BPK Resources, Inc.


                                          By:  /s/ Cecile T. Coady
                                               ------------------------------
                                                   Cecile T. Coady
                                                   Secretary and Treasurer




AGREED AND ACCEPTED:

John B. Connally, III

/s/ John B. Connally, III
----------------------------
Signature



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                               NOTICE OF EXERCISE

TO:  [_____________________________]

         (1) The undersigned  hereby elects to purchase _______ shares of Common
Stock of BPK Resources,  Inc. pursuant to the terms of the attached Option,  and
tenders  herewith  payment of the purchase  price for such shares in full in the
following manner (please check one of the following choices):

         [ ] In Cash

         [ ] Cashless exercise through a broker; or

         [ ] Delivery of previously owned Shares.

         (2) In exercising  this Option,  the  undersigned  hereby  confirms and
acknowledges  that the  shares of  Common  Stock to be  issued  upon  conversion
thereof are being acquired  solely for the account of the undersigned and not as
a nominee  for any other  party,  and for  investment  (unless  such  shares are
subject to resale pursuant to an effective prospectus), and that the undersigned
will not offer,  sell or  otherwise  dispose of any such shares of Common  Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws.

         (3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned.




                                           John B. Connally , III


--------------------------                 -----------------------------
(Date)                                     (Signature)



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