<PAGE>



EXHIBIT 10.10
FORM OF INVESTMENT AGREEMENT BY AND BETWEEN THE
REGISTRANT AND OCEAN RESOURCES CAPITAL HOLDINGS,
PLC DATED FEBRUARY 21, 2002



                          DATED __________________ 2003









                    (1) OCEAN RESOURCES CAPITAL HOLDINGS PLC

                             (2) BPK RESOURCES, INC









                 -----------------------------------------------

                              INVESTMENT AGREEMENT
                 -----------------------------------------------










                           Stallardsoliciors[GRAPHIC]

                                 Centurion House
                                 37 Jewry Street
                                     London
                                    EC3N 2ER

                        Tel. 020 7423 1000 Fax. 020 7481
                            3002 DX. 822 London-City
                          Email: mail@stallardlaw.co.uk



<PAGE>




                      OCEAN RESOURCES CAPITAL HOLDINGS PLC
                                   Ocean House
                            10/12 Little Trinity Lane
                                     London
                                    EC4V 2DH



Private and Confidential

To       The Directors
         BPK Resources, Inc
         5858 Westheimer Street
         Suite 709
         Houston
         TX 77057
         USA


21st February 2003


Dear Sirs

Investment Offer

Ocean  Resources  Capital  Holdings  Plc  ("ORCH")  is pleased  to  confirm  its
intention to make an investment  in BPK  Resources,  Inc ("the  Company") on the
terms set out in this letter. This letter should be read in conjunction with the
accompanying schedules entitled "Conditions Precedent" and "Warranties".

1        Investment in the Company

         1.1      ORCH will  invest in the  Company by way of  subscription  for
                  5,538,461  Series  A 10%  Convertible  Preferred  Stock in the
                  Company  ("the BPK Shares")  with a par value of US$0.001 at a
                  subscription price of US$0.65 each, credited as fully paid and
                  having  the terms set out in the  Certificate  of  Designation
                  attached as Schedule 1.

         1.2      Subscription  for the BPK  Shares  shall be  satisfied  by the
                  issue by ORCH of 4,390,000  Ordinary Shares of 1p each in ORCH
                  ("the  ORCH  Shares")  at a  subscription  price of 50p  each,
                  credited as fully



                                       2
<PAGE>

                  paid and ranking pari passu in all respects  with the existing
                  shares in ORCH,  together with  4,390,000  warrants  issued in
                  accordance with the warrant instrument  attached at Schedule 5
                  ("the Warrants").

         1.3      ORCH  confirms to the Company that it is the  intention of the
                  board of ORCH to seek to have the ORCH  Shares  traded  on the
                  Alternative  Investment  Market  ("AIM") of The  London  Stock
                  Exchange  as  soon  as  reasonably   practicable   and  it  is
                  acknowledged  by the Company that the  allotment  and issue of
                  Shares in consideration for the issue of the BPK Shares is not
                  conditional upon such admission to AIM ("Admission").

2        Purpose

         ORCH's  investment  is to be used for the purpose of providing  working
         capital for the business of the Company.

3        Availability

         The  subscription  for the  BPK  Shares  shall  be  made  when  ORCH is
         satisfied that the  conditions  precedent set out in Schedule 2, headed
         "Conditions Precedent", have been fulfilled or waived by ORCH .

4        Obligations of the Company

         4.1      The Company  agrees to make available  such  information  with
                  regard to the Company and its business, assets and investments
                  as may  reasonably be required by ORCH in connection  with any
                  application for Admission.

         4.2      The  Company  acknowledges  that by  accepting  this offer and
                  accepting the allotment of shares in exchange for the issue of
                  the BPK Shares, the Company will not be entitled to dispose of
                  any of the ORCH Shares  issued to it either prior to or during
                  a period of at least 2 months from Admission without the prior
                  consent of ORCH (which shall not be unreasonably withheld), or
                  as part of the placing by ORCH during such period.



                                       3
<PAGE>

         4.3      The Company further  acknowledges that it will not be entitled
                  to dispose of the  Warrants  independently  of the ORCH Shares
                  for a period  of 3 months  from  Admission  without  the prior
                  consent of ORCH, or as part of the placing by ORCH during such
                  period.

         4.4      The Company irrevocably undertakes that:

                  4.4.1    the Company will place US$720,000 of the net proceeds
                           from the sale of the ORCH Shares in an escrow account
                           until the second  anniversary of this  Agreement,  on
                           terms satisfactory to ORCH, on the basis that this is
                           equal to two years'  dividends  in respect of the BPK
                           Shares  and the funds  standing  to the credit of the
                           escrow  account shall be entitled  solely for payment
                           of dividends in respect of the BPK Shares; and

                  4.4.2    other  than  day to day  creditors  and the  proposed
                           US$600,000 margin account with HSBC (of which details
                           have been  disclosed  to ORCH),  the Company will not
                           incur more than  US$1,000,000  further  indebtedness,
                           without the prior written  permission of ORCH,  which
                           permission shall not be unreasonably withheld.

         4.5      The  Company  agrees that ORCH shall be entitled to nominate a
                  director  to  the  Board  of  Directors  of  the  Company  and
                  undertakes  to take  all  such  steps  as may be  required  to
                  appoint  such person to serve on the Board of Directors of the
                  Company  until the next  meeting  of the  stockholders  of the
                  Company  held for the  purpose  of  electing  directors.  As a
                  condition to  appointing  such person to serve on the Board of
                  Directors  of the  Company,  ORCH shall  cause such  person to
                  provide all  information  requested  by the Company  regarding
                  such  person,  including  but not limited to,  completing  and
                  executing  a  standard  and  customary  Directors  &  Officers
                  Questionnaire (the information set forth in such questionnaire
                  to be  acceptable  to the Company) and to execute and file any
                  and all documents requested by the Company including,  but not
                  limited  to, a Form 3 to be filed with the  United  Securities
                  and Exchange Commission.



                                       4
<PAGE>

         4.6      The Company shall ensure that the ORCH  Director  receives due
                  notice of all Board Meetings of the Company  together with all
                  supporting  board papers and other  information as is provided
                  to all other members of the Company's Board of Directors.

         4.7      The Company  further  undertakes that as a subscriber for ORCH
                  Shares in ORCH it will provide to ORCH and its  advisers  such
                  information  as may from  time to time be  required  under any
                  money  laundering  regulations  to which ORCH may from time to
                  time be subject,  whether in connection  with the  application
                  for admission on AIM or otherwise.

         4.8      ORCH shall provide to the Company and its advisors any and all
                  information  as may  from  time to time  be  requested  by the
                  Company  or its  advisors  in order to  comply  with any laws,
                  rules or regulations applicable to the Company including,  but
                  not limited to, information  required to be disclosed pursuant
                  to  applicable   United  States   securities  laws,  rules  or
                  regulations.

         4.9      ORCH  shall  prepare  and  file  any and all  forms,  reports,
                  schedules  or  other  information  required  to be filed by it
                  under  applicable  United  States  securities  laws,  rules or
                  regulations.  ORCH  further  undertakes  to cause  each of its
                  employees,  agents  and  affiliates,  including  any person it
                  designates  to serve on the Board of Directors of the Company,
                  to prepare and file any and all forms,  reports,  schedules or
                  other  information  required to be filed by such persons under
                  applicable   United   States   securities   laws,   rules  and
                  regulations.

5        Warranties

         5.1      The Company  warrants and  represents  to ORCH in the terms of
                  Schedule 3 and/or set out in the Form of Acceptance.

         5.2      Each of the Warranties  shall be separate and independent and,
                  save as expressly provided,  shall not be limited by reference
                  to any other Warranty or anything in this letter.



                                       5
<PAGE>

6        Investment Representations

         6.1      ORCH represents and warrants to the Company that:

                  6.1.1    the  BPK  Shares  and the  shares  of  common  stock,
                           US$0.001  par  value  per  shares,   of  the  Company
                           issuable   upon   conversion   of  the   BPK   Shares
                           (collectively   "the  BPK   Securities")   are  being
                           acquired  for  ORCH's  own  account  for   investment
                           purposes  only and not  with a view  to,  or with any
                           present  intention of,  distributing  any of such BPK
                           Shares; and

                  6.1.2    all  information  relating  to the legal  status  and
                           constitution  of ORCH,  the details of the authorized
                           and issued  share  capital of ORCH,  its business and
                           financial  position  and all  other  information  set
                           forth in the  Admission  Document to be  published by
                           Ocean on its application for admission to AIM will be
                           true and accurate.

         6.2      ORCH acknowledges and accepts that:

                  6.2.1    The BPK Securities have not been registered under the
                           United States Securities Act of 1933, as amended (the
                           "Securities  Act"), or under any state  securities or
                           blue sky laws and the transfer of the BPK  Securities
                           is intended to be exempt from registration  under the
                           Securities   Act   based,    in   part,    upon   the
                           acknowledgement of ORCH contained herein.

                  6.2.2    Neither the United  States  Securities  and  Exchange
                           Commission  nor any state  securities  commission has
                           (i)  approved  the  issuance  and  sale  of  the  BPK
                           Securities  or passed upon or endorsed  the merits of
                           the BPK  Securities,  or (ii)  confirmed the accuracy
                           of,  determined  the  adequacy  or, or  reviewed  any
                           documentation regarding the Company.



                                       6
<PAGE>

                  6.2.3    ORCH has such  knowledge and  experience in financial
                           and business matters that it is capable of evaluating
                           the risk of  investing in the Company and that it has
                           had access to all documents  and records  relating to
                           the Company; that it has reviewed such documents that
                           it has deemed  necessary in order to make an informed
                           investment  decision with respect to an investment in
                           the BPK Securities, including but not limited to, the
                           Company's  filings with the United States  Securities
                           and  Exchange   Commission,   that  it  has  had  the
                           opportunity  to ask  representatives  of the  Company
                           certain  questions  and  request  certain  additional
                           information  regarding  the terms and  conditions  of
                           this   particular   investment   and  the   finances,
                           operations, business and prospects of the Company and
                           has  had  any and all  such  questions  and  requests
                           answered to its satisfaction; and that it understands
                           the  risks and other  considerations  relating  to an
                           investment in the BPK Securities.

                  6.2.4    ORCH is an  "Accredited  Investor"  as  that  term is
                           defined  in the  Securities  Act  and the  rules  and
                           regulations promulgated thereunder.

                  6.2.5    ORCH is  acquiring  the BPK  Securities  in a private
                           transaction  separately  negotiated with the Company,
                           and in electing  to make such a purchase  was unaware
                           of, and did not rely on, and did not become  aware of
                           the  offering of the BPK  Securities  through or as a
                           result  of,  any  form  of  general  solicitation  or
                           general advertising,  including,  without limitation,
                           any   article,   notice,   advertisement   or   other
                           communication published in any newspaper, magazine or
                           similar media,  or broadcast over television or radio
                           or the  internet,  in  connection  with the offer and
                           sale of the BPK Securities.

                  6.2.6    ORCH must bear  must  bear the  substantial  economic
                           risks  of  the   investment  in  the  BPK  Securities
                           indefinitely  because the BPK  Securities  may not be
                           sold,  hypothecated  or otherwise  disposed of unless
                           registered  under the  Securities  Act and


                                       7
<PAGE>

                           applicable state securities laws or an exemption from
                           such  registration  is available in the legal opinion
                           of counsel to the Company. Legends shall be placed on
                           the certificates evidencing the BPK Securities to the
                           effect  that  the  BPK   Securities   have  not  been
                           registered under the Securities Act or any applicable
                           state  securities  laws  and  appropriate   notations
                           thereof will be made in the Company's  stock transfer
                           books substantially as set forth below:

                           THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN
                           REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS
                           AMENDED.   THESE   SECURITIES   MAY   NOT  BE   SOLD,
                           TRANSFERRED  OR OTHERWISE  DISPOSED OF IN THE ABSENCE
                           OF REGISTRATION,  OR THE AVAILABILITY OF AN EXEMPTION
                           FROM REGISTRATION,  UNDER THE SECURITIES ACT OF 1933,
                           AS  AMENDED,  BASED ON AN  OPINION  LETTER OF COUNSEL
                           ACCEPTABLE TO THE COMPANY.

                  6.2.7    Stop  transfer  instructions  will be placed with any
                           transfer agent of the BPK Securities.

7        Information and publicity

         7.1      Each party shall  disclose such  information  concerning  such
                  party and any  subsidiary  or  associated  companies as may be
                  required of it to comply with the rules of any applicable law,
                  Relevant Stock Exchange or other regulatory authority.

         7.2      Any press  release in  relation to this  transaction  is to be
                  agreed in advance between the Company and ORCH.

8        Transaction fees

         Each  party  shall be  responsible  for the fees of its own  legal  and
         accountancy advisers in respect of this transaction.



                                       8
<PAGE>

9        Procedure for acceptance

         This offer may be accepted by signing and returning to ORCH the Form of
         Acceptance  enclosed herewith.  When the Form of Acceptance is received
         and accepted by ORCH this letter together with the Schedules hereto and
         the Form of Acceptance shall form the share subscription agreement.

Yours faithfully



...........................................
Director/Authorised Signatory
Ocean Resources Capital Holdings Plc



                                       9
<PAGE>




                        FORM OF ACCEPTANCE AND COMMITMENT

This letter must be completed  and returned by facsimile to Stallard  Solicitors
by no later than 4.00 p.m. UK time on 21st February (for the attention of Andrew
Hunter on 020 7481 3002) and a hard copy, signed by you, must be returned within
a  further  10  business  days  ("the  Closing  Date") to  Stallard  Solicitors,
Centurion House, 37 Jewry Street, London EC3N 2ER.



From:
                              -------------------------------------------
BPK Resources, Inc
5858 Westheimer Street        Reference                    ORCH/BPK
Suite 709
Houston                       Number of ORCH Shares        4,390,000
TX 77057
USA                           Number of BPK Shares         5,538,461

                              -------------------------------------------

o February 2003


Dear Sirs

Issue by BPK Resources,  Inc (the "Company") of 5,538,461 shares of Series A 10%
Convertible Preferred Stock in the Company ("the BPK Shares") to Ocean Resources
Capital  Holdings  Plc  ("ORCH")  in  consideration  for  the  issue  by ORCH of
4,390,000  ordinary shares of 1p each in ORCH ("Shares") at a subscription price
of 50p each together with 4,390,000 Warrants

We hereby  acknowledge  receipt of your  letter  dated 21st  February  2003 (the
"Offer  Letter") and confirm our  irrevocable  obligation  to allot and issue to
ORCH the BPK Shares set out above in  consideration  for the allotment and issue
to the  Company or its agent by ORCH of the ORCH  Shares  set out above,  on the
terms and subject to the  conditions  set out or referred to in the Letter,  and
without  limiting  the  foregoing.  We  expressly  confirm our  agreement in all
respects to the terms of the Letter.

By accepting such commitment we:

         (a)      represent and warrant to ORCH that we have full  authority and
                  rights to issue the BPK  Shares to ORCH or its agent as herein
                  provided including compliance with any stock exchange, company
                  legislation   or   other   regulatory    requirements    where
                  appropriate;

         (b)      confirm that we may lawfully acquire the ORCH Shares;



                                       10
<PAGE>

         (c)      undertake   that  the  BPK  Shares   will   (subject   to  the
                  satisfaction  of the  Conditions  Precedent)  be allotted  and
                  issued to ORCH or its agent free from all liens,  charges  and
                  encumbrances  and with all rights now and  hereafter  attached
                  thereto;

         (d)      enclose herewith or irrevocably undertake to deliver to you by
                  the Closing Date the following documents:

                  (a)      a Board Resolution in terms reasonably  acceptable to
                           you  authorising  the  allotment and issue of the BPK
                           Shares; and

                  (b)      a letter of consent and  authority  in respect of the
                           following:

                           (i)      the  holding  of an EGM of ORCH in  February
                                    2003 at short  notice  for the  purposes  of
                                    dealing  with any  formalities  required for
                                    Admission; and

                           (ii)     the  appointment  of the Chairman of ORCH as
                                    the corporate  representative of the Company
                                    for the purposes of such EGM

         (e)      further  undertake  not to dispose  of any of the ORCH  Shares
                  acquired  pursuant to the issue of the BPK Shares  prior to or
                  for a period of at least 2 months from  Admission  without the
                  prior written consent of ORCH, which shall not be unreasonably
                  withheld;

         (f)      hereby  authorise and request ORCH (subject to the  conditions
                  referred  to  in  the  Letter  having  been   fulfilled),   in
                  accordance with the instructions given below, to deliver to us
                  at our risk definitive  certificates  for the number of Shares
                  to which we are entitled.

We further warrant, acknowledge and agree that:

(a)      we are applying  and  subscribing  for, the number of Shares  specified
         above  upon and  subject  to the  terms and  conditions  set out in the
         Letter,  and the  Memorandum  and Articles of  Association of ORCH and,
         without  prejudice to the  generality of the foregoing in accepting the
         commitment hereunder:-

         (i)      except for the foregoing and the ORCH  Admission  Document for
                  admission  to  trading  on AIM,  we  have  not  relied  on any
                  information given or any representations or statements made at
                  any time by ORCH or any director,  associate,  employee, agent
                  or adviser of ORCH;

         (ii)     we  have  obtained  all  necessary  consents  and  authorities
                  required  (and in  particular,  but without  prejudice  to the
                  generality of the foregoing,  any exchange  control  consents)
                  and observed any formalities in any  jurisdiction to enable us
                  to issue the BPK Shares and to  subscribe  for the ORCH Shares
                  and to enter into and comply with this Form of Acceptance  and
                  the signatory of the Form of Acceptance  is, and will continue
                  to have, full authority to bind us to its terms;



                                       11
<PAGE>

(b)      time shall be of the  essence as regards  obligations  pursuant  to the
         Form of Acceptance;

(c)      we will be liable as a principal in respect of our  obligations and the
         terms and conditions of the letter and this Form of Acceptance  will be
         governed by, and construed in accordance  with, the laws of England and
         we  agree  to  submit,  for  the  benefit  of  ORCH  to  the  exclusive
         jurisdiction of the English courts.

Yours faithfully,


SIGNATURE: ____________________________________STATUS_________________________

FULL NAME:
          --------------------------------------------------------------

ON BEHALF OF:
             -----------------------------------------------------------

DELIVERY INSTRUCTIONS FOR SHARES
The  registration  details  for and,  if  different,  the person to whom you are
requested to deliver the Shares are as follows:

NAME _______________________________________________________________________

ADDRESS ____________________________________________________________________


        --------------------------------------------------------------------

POSTCODE _________________

DELIVERY ADDRESS FOR CERTIFICATES (if different from the first-named above):

NAME _____________________________________________________________________

ADDRESS _____________________________________________________________________

        ---------------------------------------------------------------------

POSTCODE _________________




                                       12
<PAGE>


                                   SCHEDULE 1

                           Certificate of Designation

                   of Series A 10% Convertible Preferred Stock

                             of BPK Resources, Inc.




                                       13
<PAGE>




                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

The Investor's investment shall be available when:

1        The Board  and the  investment  committee  of ORCH  have  approved  the
         investment terms.

2        ORCH and its advisers are satisfied that all formalities  necessary for
         the issue of the BPK Shares to ORCH have been complied with.




                                       14
<PAGE>

                                   SCHEDULE 3

                                   WARRANTIES



1        Shares

         1.1      All information  relating to the legal status and constitution
                  of the company, including details of the authorised and issued
                  share  capital of the Company,  and its business and financial
                  position  supplied to ORCH or its  advisers was when given and
                  remains true and accurate.

         1.2      The  Articles  of  Incorporation  and  Bylaws of the  Company,
                  Audited  Accounts,  Management  Accounts  and other  documents
                  supplied to ORCH are up to date,  accurate and complete copies
                  of the originals.

2        Insolvency

         2.1      No administrator,  administrative receiver,  receiver, manager
                  or receiver and manager has been  appointed  over the whole or
                  any part of the assets or  undertaking  of the  Company and no
                  such  appointment  has been  threatened in writing  within the
                  preceding twelve months.

         2.2      The Company is not insolvent nor has it stopped payment of its
                  debts nor is the Company unable to pay its debts.

3        Legal Proceedings

         3.1      The Company is not engaged or involved in or threatened with:-

         3.1.1    any  litigation,  prosecution,   arbitration  or  other  legal
                  proceedings (whether as plaintiff,  defendant or third party),
                  except for normal debt collection; or

         3.1.2    any  proceedings  or enquiries  before any tribunal,  board of
                  enquiry,  commission or any other administrative body, whether
                  judicial or quasi- judicial;



                                       15
<PAGE>

         3.2      There  is no  judgement  or  order of the  court  against  the
                  Company, which has not been satisfied or discharged.

         3.3      The  Company  has not  committed  any  breach  of or failed to
                  perform or observe any provision of its Memorandum or Articles
                  of  Association  or  terms or  conditions  of any  consent  or
                  licence by which it carries on business.

         3.4      The  Company  is not in  breach of any of the  listing  rules,
                  regulations or requirements of OTC BB.



                                       16
<PAGE>

                                   SCHEDULE 4

                                   Definitions

"Act"                       the  Companies  Act 1985 as amended  and from time
                            to time in force;

"AIM"                       the  Alternative  Investment  Market of the London
                            Stock Exchange;

"Articles of Association"   the  articles  of  association  of the  Company as
                            amended pursuant to the terms of this letter,  and
                            in force from time to time;

"Completion"                the  subscription  by ORCH for the BPK  Shares and
                            the  allotment  by ORCH to the Company of the ORCH
                            Shares;

"Instrument"                the Instrument  constituting the BPK Shares in the
                            form set out as Schedule 1 hereto;

"ORCH"                      Ocean Resources Capital Holdings Plc;

"ORCH Director"             the person to be nominated  by ORCH and  appointed
                            to  the  board  of  directors  of the  Company  in
                            accordance with the terms of this Agreement;

"OTC BB"                    Over The Counter Bulletin Board;

"Shares"                    the  Ordinary  Shares  of 1p  each  in  the  share
                            capital of ORCH;

"Warranties"                the  warranties  and  representations  set  out in
                            Schedule 3.




                                       17
<PAGE>




                                   SCHEDULE 5

                             The Warrant Instrument



                                       18

<PAGE>