Exhibit 10.4
$10,958,855  Promissory Note

                             SECURED PROMISSORY NOTE

U.S. $10,958,855.00
                                                           Castle Rock, Colorado
                                                                  March 29, 2003

FOR VALUE RECEIVED, the undersigned, Nathaniel Energy Oklahoma Holdings
Corporation (Maker), whose address is P.O. BOX 69, Castle Rock, Colorado 80104,
registered to do business in Oklahoma, as Maker, promises to pay, without set
off, deduction or counterclaim of any kind or nature to Richard Strain (Secured
Party), whose address is 417 Manchester Rd. (Rt. 55), Poughkeepsie, New York
12603, as Secured Party, at the address of Secured Party listed in this 6 year
(72 month) Note paying 8% interest rate per annum, the sum of $10,958,855.00.
The principal sum is to be paid in lawful United States currency in the
following manner:

Payment shall be made in successive quarterly installments by lock-box
agreement, with the first installment and subsequent installments being in the
amount of $500,000.00 due within a two (02) week payment period starting July
15- Aug 1st, 2003 The first payment shall start four (04) months from the date
of this note and the final payment shall be seventy-two (72) months later.

At the end of each year the total yearly payment will be adjusted "up" under the
following conditions:

Should Nathaniel Energy Oklahoma Holdings Corporation's 80% of profits on a
given year be more than the $2,000,000 annual payment per this note, an
adjustment would be made equal to the difference between the 80% profit and the
yearly payment. For instance, should the project make $3,000,000 on a given year
then 80% of the profit would equal $2,400,000 therefore the total payment for
that year would increase by $400,000.

Furthermore, Maker grants to Richard Strain and its successors and assigns a
security interest in the following:

The Maker pledges and grants to the Secured Party, 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 a deed
of trust as evidenced in exhibit "A" attached hereto which the Maker owns and in
perfection hereof shall deliver the documentation representing such collateral
security to an agent of the Secured Party as designated from time to time by the
Secured Party, provided, that upon the full payment of such obligations the
Secured Party shall direct his agent to return such documentation to the Maker
free and clear and without any payment therefore; provided, further, that the
Secured Party 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
hypothecate the collateral security.

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     This security interest is granted to secure payment and performance on this
note owed Secured Party.

     Maker hereby acknowledges to Secured Party that:

1.   The Maker warrants that Maker owns the collateral and it is free from any
     other lien, encumbrance and security interest or adverse interest and the
     Maker has full authority to grant this security interest.

2.   Maker agrees to execute such financing statements as are reasonably
     required by Secured Party to perfect this security agreement in accordance
     with state law and the Uniform Commercial Code.

3.   Upon default in payment or performance of any obligation for which this
     security interest is granted, or breach of any term of this security
     agreement, then in such instance Secured Party may declare all obligations
     immediately due and payable and shall have all remedies of a secured party
     under the Uniform Commercial Code, as enacted in the Maker's state, which
     rights shall be cumulative and not necessarily successive with any other
     rights or remedies.

4.   Maker agrees to maintain such insurance coverage on the collateral as
     Secured Party may from time to time reasonably require and Secured Party
     shall be named as loss payee.

This Note may be pre-paid in full without penalty.

In the event that any payment is not made within thirty (30) days after the due
date, the entire remaining unpaid balance shall become immediately due and
payable at the option of Secured Party.

Larger sums may be paid at anytime if there is no default under this Note, but
the payment of any larger sums in addition to the payments required in this Note
shall not relieve Makers of the payment of the periodic installments provided
for in this Note, unless it is specifically stipulated by Makers at the time of
payment that any larger sums are to be applied to the advance payment of the
periodic installments next maturing in the order of their due dates.

Makers agree to pay all costs and expenses of collection incurred by or Secured
Party of this Note, in or out of Court, including without limitation, Court
related costs and expenses and reasonable attorneys' fees and disbursements
(including such costs, fees and disbursements incurred on appeal of any
litigation). No extension of time for payment of this Note and no alteration,
amendment or waiver of any provision of this Note shall release, discharge,
modify, change or effect the liability of Makers under this Note.

<PAGE>


No delay by Secured Party in enforcing any covenant or right under this Note
shall be deemed a waiver of any covenant or right and no waiver by Secured Party
of any particular provision of this Note shall be deemed a waiver of any other
provision or a continuing waiver of any particular provision, and except as so
expressly waived in writing, all provisions shall continue in full force and
effect.

Makers agree and acknowledge that Stan Abrams is an authorized agent of
Nathaniel Energy Oklahoma Holdings Corporation, and has full power and authority
to bind the corporation to the terms of the Promissory Note. Furthermore, Makers
acknowledge that the execution of the Promissory Note is pursuant to the
legitimate business purposes of the corporation.

This Note shall be construed and enforced according to the laws of the State of
Colorado.

Whenever used in this Note, the terms "Secured Party" and "Makers" shall be
construed in the singular or plurals as the context may require.

                             /s/  Stanley Abrams
                                  Stan Abrams, President
                                  Nathaniel Energy Oklahoma Holdings Corporation


County of _________

I CERTIFY that on _________[date], before me, an officer duly authorized in
_________ County _________[state] to take acknowledgments, personally appeared
_________. _________[He or She] is personally known to me or has produced
_________ as identification and did take an oath.

[Notary Public]
[Printed Name of Notary]
My Commission Expires: _________

State of _________
County of _________