Exhibit 4.5


          8.0% NON-NEGOTIABLE CONVERTIBLE SUBORDINATED PROMISSORY NOTE

November 2, 1999                                                   US$103,332.00

FOR VALUE RECEIVED, CHAPARRAL RESOURCES, INC., a Delaware corporation ("Maker"),
promises to pay to the order of John G. McMillian ("Payee"),  in lawful money of
the United States of America,  the principal amount (the "Principal Amount") ONE
HUNDRED  THREE  THOUSAND  THREE  HUNDRED  THIRTY-TWO  DOLLARS   (US$103,332.00),
together with interest in arrears on the unpaid  principal  balance at an annual
rate equal to eight  percent  per annum  (8.0%),  in the  manner and  subject to
adjustment  as provided  below.  Interest  shall be calculated on the basis of a
year of 365 or 366 days,  as  applicable,  and charged for the actual  number of
days elapsed.

     The following additional terms shall govern this Note:

1. PRINCIPAL AND INTEREST

     The entire Principal Amount of this Note together with accrued and unpaid
interest thereon shall be due and payable in the manner provided in Paragraph 2.

2. MANNER OF PAYMENT

(a) Except as provided in Paragraph 2.2(b), the Principal Amount and accrued and
unpaid interest thereon shall be made in shares of the Maker's common stock,
$0.0001 par value ("Common Stock"), not later than the tenth (10th) business day
following the approval by the shareholders of the Maker, at a general meeting or
special meeting called in whole or in part for such purpose, of the terms of
this Paragraph 2.2(a). The number of shares of Maker Common Stock to be issued
pursuant to this Paragraph 2.2(b) shall be equal to the product of the Principal
Amount together with accrued and unpaid interest thereon divided by $1.86 (the
"Conversion Price). Payment shall be made be delivering such shares to Payee at
322 Centennial Circle, Park City, UT 84060, or at such other place as Payee
shall designate to Maker in writing. Delivery of such stock certificates shall
be made by registered mail, return receipt requested, or by a recognized
overnight delivery service.

(b) In the event that a majority of the shareholders of the Maker fail to
approve the manner of payment provided in Paragraph 1.2(a), (i) the interest
rate of this Note shall automatically, without any action required to be taken
by Maker or Payee, be increased to the lesser of twenty five percent (25%) per
annum or the maximum rate allowed by the laws of the State of Texas and (ii) the
Principal Amount, together with all accrued and unpaid interest shall be due and
payable on October 31, 2001.


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3. REPRESENTATIONS OF MAKER

     The Maker hereby represents and warrants to the Payee as follows:

(a) The Maker is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all corporate power and
authority to own and lease its properties and to conduct its business as
presently conducted.

(b) This Note has been duly authorized by all necessary corporate action on the
part of the Maker. This Note has been duly executed and delivered by Maker and
constitutes the valid and binding agreement of Maker, enforceable against Maker
in accordance with its terms, except as the enforceability hereof may be subject
to applicable bankruptcy, insolvency, reorganization, or other similar laws
affecting creditors' rights generally and to general principles of equity.

(c) When approved by a majority of the shareholders of Maker, the issuance of
the Maker's shares as provided in Paragraph 2(a) will have been duly authorized
and, upon the issuance thereof will be validly issued, fully paid and
non-assessable.

(d) The execution and delivery of this Note will not (i) except for filings that
may be made under the securities laws and with NASDAQ, as contemplated by this
Note or where the absence would not have a material adverse effect on the Maker,
require consent, approval, waiver or authorization from or registration or
filing with any party, including but not limited to any party to any material
agreement to which the Maker is a party or by which it is bound or by any
regulatory or governmental agency, body or entity or (ii) violate any statute,
law, rule, regulation or ordinance, or any judgment, decree, order, regulation
or rule of any court, tribunal, administrative or governmental agency, body or
entity to which the Maker or its properties are subject.

4. REPRESENTATIONS OF PAYEE

(a) Payee is an "accredited investor" as that term is defined in Rule 501 of
Regulation D promulgated by the SEC under the Securities Act of 1933 as amended
(the "Act"). Payee further represents that Payee considers itself to be a
sophisticated investor in companies similarly situated to the Maker, and Payee
has substantial knowledge and experience in financial and business matters
(including knowledge of finance, securities and investments, generally, and
experience and skill in investments based on actual participation) such that
Payee is capable of evaluating the merits and risks of this Note.

(b) Payee has been advised and acknowledges that any shares issued by the Maker
pursuant to the Note have not been registered under the Act, in reliance upon
the exemption(s) from registration promulgated thereunder. Payee also
acknowledges that the issuance of any shares have not be registered under the
securities laws of any state. Consequently, Payee agrees that pursuant to this
Note, such shares cannot be resold, unless they are registered under the Act and
applicable state securities laws, or unless an exemption from such registration
requirements is available.


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(c) Any shares acquired by Payee pursuant to this Note are solely for Payee's
own account and not as nominee for, representative of, or otherwise on behalf
of, any other person. Payee is acquiring any such shares with the intention of
holding such shares for investment, with no present intention of participating,
directly or indirectly, in a subsequent public distribution of the shares,
unless registered under the Act and applicable state securities laws, or unless
an exemption from such registration requirements is available. Payee shall not
make any sale, transfer or other disposition of any of the shares in violation
of any state or federal law.

(d) Payee has been advised and agrees that there will be placed on any
certificates representing any shares issued pursuant to this Note, a legend
stating in substance the following (and including any restrictions or conditions
that may be required by any applicable state law), and Payee has been advised
and further agrees that the Maker will refuse to permit the transfer of the
shares out of Payee's name in the absence of compliance with the terms of such
legend:

          "The securities represented by this certificate have not
          been registered under the Securities Act of 1933, as
          amended, or under any state securities laws and may not be
          sold, pledged, transferred, assigned or otherwise disposed
          of except in accordance with such Act and the rules and
          regulations thereunder and in accordance with applicable
          state securities laws. The Maker will transfer such
          securities only upon receipt of evidence satisfactory to the
          Maker, which may include an opinion of counsel, that the
          registration provisions of such Act have been compiled with
          or that such registration is not required and that such
          transfer will not violate any applicable state securities
          laws."

5. REGISTRATION RIGHTS

(a) Definitions. For purposes of this Paragraph 5, the following terms shall
have the respective meanings set forth below:

          (i) "Commission" shall mean the Securities and Exchange Commission or
          any other Federal agency at the time administering the Act.

          (ii) The term "holder or holders of Registrable Stock" shall mean the
          holder of any shares issued pursuant to this Note.

          (iii) The terms "register", "registered" and "registration" refer to a
          registration effected by preparing and filing a registration statement
          or similar document in compliance with the Act, and the declaration or
          ordering of effectiveness of such registration statement or document
          by the Commission.

          (iv) The term "Registrable Stock" means (a) the shares issued pursuant
          to this Note; provided, however, that shares of Registrable Stock will
          cease to be Registrable Stock if they are sold or transferred pursuant
          to a registered public offering or other transaction which does not
          result in restrictions on resale being imposed on the public transfer

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          by virtue of federal or state securities laws; and provided further
          that Registrable Stock will cease to be Registrable Stock if the
          holder could sell or transfer all such Shares held by him/her pursuant
          to Rule 144 promulgated under the Act.

(b) Demand Registration.

          (i) Upon the written request of any holder or holders ("Initiating
          Holders") of at least 30% of the shares of Registrable Stock, which
          request shall state the intended method of disposition by such
          Initiating Holders and shall request that the Maker effect the
          registration of all or part of the Registrable Stock under the
          Securities Act, the Maker shall promptly give written notice of such
          requested registration to all other holders, if any, of Registrable
          Stock. If, after the expiration of 30 days from the giving of such
          notice to the holders of Registrable Stock, the Maker shall have
          received written requests to register at least 50% of the shares of
          Registrable Stock, which requests shall state the intended method of
          disposition of such securities by such holders, the Maker shall use
          all reasonable efforts to prepare and file with the Commission a
          registration statement and such other documents, including a
          prospectus, as may be necessary to permit a public offering and sale
          of such Registrable Stock in the United States in compliance with the
          provisions of the Securities Act, all to the extent required to permit
          the disposition (in accordance with the intended methods thereof as
          aforesaid) by the holders of the Registrable Stock so to be registered
          (the "Participating Holders"). If such sale of Registrable Stock is to
          be pursuant to an underwritten offering, the underwriter shall be
          selected by the Initiating Holders and shall be reasonably acceptable
          to the Maker. If the underwriter selected determines that the number
          of shares so to be included is required to be limited due to market
          conditions or otherwise, the holders of Registrable Stock proposing to
          sell their shares in such underwritten registration shall share pro
          rata (according to the number of shares requested to be registered) in
          the number of shares being underwritten (as determined by such
          underwriter) and registered for their account. The Maker shall only be
          required to effect two registrations pursuant to this Paragraph 5(b).

          (ii) The Maker shall not be required to effect any registration under
          this Paragraph 5(b) within nine months after the completion of any
          Registered offering of its securities pursuant.

          (iii) The Maker shall have the right to include in any registration
          statement or post-effective amendment filed pursuant to this Paragraph
          5(b), other securities of the Maker then proposed to be distributed,
          except that, to the extent consistent with the rights of other holders
          of the Maker's securities, if and to the extent that the underwriter
          or underwriters acting with respect of such registered offering
          reasonably determine that the inclusion of such other securities may
          substantially prejudice or hinder the offering of Registrable Stock,
          the number of such other securities shall be reduced or eliminated
          prior to any reduction in the number of shares of Registrable Stock so
          to be registered.

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          (iv) If the registration under this Paragraph 5(b) is effected on a
          Form S-3 (or any successor form thereto), and the effectiveness of
          such registration statement can be maintained without significant
          additional expense to the Maker, then the Maker agrees to maintain the
          effectiveness of such registration statement for a period of six
          months after its initial effective date.

(c) Incidental or Piggyback Registration.

          (i) If the Maker at any time or from time to time proposes to file
          with the Commission a registration statement under the Act with
          respect to any proposed distribution of any of its securities (other
          than a registration to be effected on Form S-4, S-8 or other similar
          limited purpose form), whether for sale for its own account or for the
          account of any other person holding registration rights with respect
          to the securities of the Maker, then the Maker shall give written
          notice of such proposed filing to the holders of Registrable Stock at
          least ten days before the anticipated filing date, and such notice
          shall describe in detail the proposed registration and distribution
          (including those jurisdictions where registration or qualification
          under the securities or blue sky laws is intended) and shall offer the
          holders of Registrable Stock the opportunity to register such number
          of shares of Registrable Stock as the holders of Registrable Stock may
          request. Upon receipt by the Maker by the anticipated filing date of
          written requests from Participating Holders for the Maker to register
          their Registrable Stock, the Maker shall permit, or in the event of an
          underwritten offering, shall use its reasonable best efforts to cause
          the managing underwriter or underwriters of such proposed underwritten
          offering to permit, the Participating Holders to include such
          Registrable Stock in such offering on the same terms and conditions as
          any similar securities of the Maker included therein; provided,
          however, that if in the opinion of the managing underwriter or
          underwriters of such offering, the inclusion of the total amount
          Registrable Stock which it or the Maker, and any other persons or
          entities, intend to include in such offering would interfere, hinder,
          delay, reduce or prevent the effectiveness or sale of the Maker's
          securities proposed to be so registered, or would otherwise adversely
          affect the success of such offering, then the amount or kind of
          securities to be offered for the accounts of the Maker and each holder
          of Maker Securities (including without limitation Registrable Stock)
          or securities convertible into or exercisable for Maker securities
          proposed to be registered (other than any persons exercising demand
          registration rights) shall be reduced (or eliminated) in proportion to
          their respective values to the extent necessary to reduce the total
          amount of securities to be included in such offering on behalf of such
          holders of securities to the amount recommended by such managing
          underwriter. For purposes of this Paragraph, "value" shall

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          mean principal amount with respect to debt securities and the proposed
          offering price per share with respect to equity securities.
          Notwithstanding the foregoing, if, at any time after giving written
          notice of its intention to register securities and prior to the
          effectiveness of the registration statement filed in connection with
          such registration, the Maker determines for any reason either not to
          effect such registration or to delay such registration, the Maker may,
          at its election, by delivery of written notice to the Participating
          Holders, (i) in the case of a determination not to effect
          registration, relieve itself of its obligations to register any
          Registrable Stock in connection with such registration, or (ii) in the
          case of determination to delay the registration, delay the
          registration of such Registrable Stock for the same period as the
          delay in the registration of such other shares of Common Stock or
          other securities convertible into or exercisable for Common Stock.

          (ii) The Maker shall not be required to include any of the Registrable
          Stock of a Participating Holder in any registration statement or
          post-effective amendment prepared at its own instance unless such
          Participating Holder shall furnish such information and sign such
          documents as may be required by the Commission or reasonably requested
          by the Maker, in accordance with generally accepted practices, in
          connection with such proposed distribution.

(d) Covenants of the Maker with Respect to Registration. In connection
with any registration under this Paragraph 5, the Maker will, as
expeditiously as is reasonably practicable:

          (i) Prepare and file with the Commission a registration statement with
          respect to such Participating Holders and, subject to the last
          sentence of Paragraph 5(c)(i) hereof, use its reasonable best efforts
          to cause such registration statement to become effective.

          (ii) Prepare and file with the Commission such amendments and
          supplements to such registration statement and prospectus used in
          connection with such registration statement as may be necessary to
          comply with the provisions of the Act with respect to the disposition
          of all securities covered by such registration statement.

          (iii) Furnish to the Participating Holders such numbers of copies of a
          prospectus, including, if applicable, a preliminary prospectus, in
          conformity with the requirements of the Act, and such other documents
          as the selling shareholders may reasonably request in order to
          facilitate the disposition of Registrable Stock owned by the
          Participating Holders.

          (iv) Use its best efforts to register and qualify the securities
          covered by such registration statement under such other securities or
          blue sky laws of such jurisdictions within the United States as shall
          be reasonably requested by the Participating Holders; provided,
          however, that the Maker shall not be required in connection therewith
          or as a condition thereto to qualify to do business or to file a
          general consent to service of process in any such states or
          jurisdictions.

          (v) In the event of any underwritten public offering, enter into and
          perform its obligations under an underwriting agreement, in usual and
          customary form, with the managing underwriter of such offering. The
          Participating Holders shall also enter into and perform their
          obligations under such an agreement.

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          (vi) Notify the Participating Holders, at any time when a prospectus
          relating to Registrable Stock covered by such registration statement
          is required to be delivered under the Act, of the happening of any
          event as a result of which the prospectus included in such
          registration statement, as then in effect, includes an untrue
          statement of a material fact or omits to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in the light of the circumstances then
          existing.

     (e) The Maker shall pay all costs, fees and expenses in connection with all
     registration statements filed under this Paragraph 5 including, without
     limitation, the Maker's legal and accounting fees, printing expenses and
     blue sky fees and expenses, but not including (i) the fees and expenses of
     counsel for the Participating Holders in connection with such registration;
     and (ii) the underwriting discounts and commissions and underwriters'
     expenses allocable to the Registrable Stock being registered or state
     transfer taxes.


6. SALE OF ADDITIONAL SHARES BELOW CONVERSION PRICE

(a) If at any time or from time to time within a period of three hundred and
sixty-five (365) days after the date of this Note, the Maker issues or sells
Additional Shares of Common Stock (as hereinafter defined), other than as a
dividend or other distribution on any class of stock for an Effective Price per
share (as hereinafter defined) that is less than the Conversion Price, then and
in each such case, the Payee shall be entitled to an additional number of shares
of Common Stock (the "Adjusted Shares") which when added to the number of shares
acquired pursuant to Paragraph 2(a) and divided by the by the Conversion Price
shall be equal to the Effective Price per share.

(b) For purposes of the foregoing paragraph, the consideration received by the
Maker for any issuance or sale of Common Stock shall (i) to the extent it
consists of cash be computed at the net amount of cash received by the Maker
after deduction of any expenses payable by the Maker and any underwriting or
similar commissions, compensation, or concessions paid or allowed by the Maker
in connection with such issuance or sale, and (ii) to the extent it consists of
property other than cash, be computed at the fair value of that property as
reasonably determined in good faith by the Maker's Board of Directors.

(c) "Additional Shares of Common Stock" shall mean all shares of Common Stock
issued by the Maker after the date of this Note other than (i) shares of Common
stock or options or warrants to acquire Common Stock issued to management,
directors or employees of, or consultants to, the Maker or any Subsidiary, (ii)
shares of Common Stock issuable upon exercise of convertible securities, (iii)
shares of Common Stock issued to Allen & Company, Whittier Trust or any other
current holders of any debt of the Maker, (iv) shares of Common Stock issued
pursuant to any rights offering to current shareholders and (iii) shares of
Common Stock or options or warrants to acquire Common Stock issued in connection
with investment banking, financial advisory or legal services provided to the
Maker.

(d) The "Effective Price" of Additional Shares of Common Stock shall mean the
quotient determined by dividing the total number of Additional Shares of Common
Stock issued or sold, into the aggregate consideration received, or deemed to
have been received by the Maker for the issuance of such Additional Shares of
Common Stock.

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7. EVENTS OF DEFAULT

     The occurrence of any one or more of the following events with respect to
Maker shall constitute an event of default hereunder ("Event of Default"):

(a) If pursuant to, or within the meaning of, the United States Bankruptcy Code
or any other federal or state law relating to insolvency or relief of debtors (a
"Bankruptcy Law"), Maker shall (i) commence a voluntary case or proceeding; (ii)
consent to the entry of an order for relief against it in an involuntary case;
(iii) consent to the appointment of a trustee, receiver, assignee, liquidator or
similar official; (iv) make an assignment for the benefit of its creditors; or
(v) admit in writing its inability to pay its debts as they become due.

(b) If a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that (i) is for relief against Maker in an involuntary case, (ii)
appoints a trustee, receiver, assignee, liquidator or similar official for Maker
or substantially all of Maker's properties, or (iii) orders the liquidation of
Maker, and in each case the order or decree is not dismissed within one hundred
and twenty (120) days.

(c) Upon the occurrence of an Event of Default hereunder (unless all Events of
Default have been cured or waived by Payee), Payee may, at its option, (i) by
written notice to Maker, declare the entire unpaid principal balance of this
Note, together with all accrued interest thereon, immediately due and payable
regardless of any prior forbearance, and (ii) exercise any and all rights and
remedies available to it under applicable law, including, without limitation,
the right to collect from Maker all sums due under this Note. Maker shall pay
all reasonable costs and expenses incurred by or on behalf of Payee in
connection with Payee's exercise of any or all of its rights and remedies under
this Note, including, without limitation, reasonable attorneys' fees.

8. SUBORDINATION

     Payee agrees to subordinate this Note on such terms and conditions as may
be requested by Shell Capital Service Limited ("Shell") in connection with the
contemplated Loan Agreement among Maker, Shell, Central Asia Petroleum
(Guernsey) Limited, Central Asia Petroleum Inc., Karakuduk-Munay, Inc. and
certain other facilities agents and lenders. If requested by Shell, Payee agrees
to execute and deliver to Shell a subordination agreement relating to this Note.

9. PREPAYMENT

     From and after the date of this Note, the outstanding Principal Amount may
be prepaid by Maker, in whole or in part, on written notice given by Maker to
Payee. On the prepayment date, Maker shall pay to Payee in the manner specified
in Paragraph 2(b), the Principal Amount to be prepaid plus accrued interest
thereon to and including the date of prepayment and Payee shall return this Note
to the Maker.

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10. MISCELLANEOUS

(a) If any provision in this Note is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Note will remain in full
force and effect. Any provision of this Note held invalid or unenforceable only
in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.

(b) This Note will be governed by the laws of the State of Texas without regard
to conflicts of laws principles.

(c) This Note shall bind Maker and its successors and assigns. This Note shall
not be assigned or transferred by Payee without the express prior written
consent of Maker.

(d) The headings of Paragraphs in this Note are provided for convenience only
and will not affect its construction or interpretation. All references to
"Paragraph" or "Paragraphs" refer to the corresponding Paragraph or Paragraphs
of this Note unless otherwise specified.

(e) All words used in this Note will be construed to be of such gender or number
as the circumstances require. Unless otherwise expressly provided, the words
"hereof" and "hereunder" and similar references refer to this Note in its
entirety and not to any specific Paragraph or subParagraph hereof.


IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the date
first stated above.


CHAPARRAL RESOURCES, INC.


By:   /s/ James A. Jeffs
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