**Exhibit
      99.3**




**THIS
      NOTE AND THE SHARES ACQUIRABLE ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY
      STATE SECURITIES LAWS AND MAY ONLY BE SOLD OR TRANSFERRED IF THE HOLDER HEREOF
      COMPLIES WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.**







**PROMISSORY
      NOTE SECURED BY PLEDGE AGREEMENT**




$2,925,000
            September
                28,
                2006




BUCKEYE
      VENTURES, INC., a Michigan corporation (the “Company”), for value received,
      hereby promises to pay Varin Larson and Deanna Larson (the “Holder”) the
      principal amount of Two Million Nine Hundred Twenty-Five Thousand Dollars
      ($2,925,000), together with accrued interest thereon at the rate of 5.00% per
      annum (computed on the basis of a 365-day year) from the date hereof. Interest
      shall be payable monthly in arrears on the first day of each month commencing
      on
      October 1, 2006; provided, however, that any interest accruing on the
      unconverted Convertible Portion (as defined below) shall not be required to
      be
      paid until the Maturity Date (as defined below) and may be paid in shares of
      Common Stock (as defined below) valued at their then fair market value as
      determined by the Company in good faith. The principal amount hereof and all
      accrued and unpaid interest shall be due and payable on September 30, 2008
      or, if extended as provided in the Merger Agreement (as defined below)
      September 30, 2009 (the “Maturity Date”). This Promissory Note Secured by
      Pledge Agreement (this “Note”) is being issued pursuant to that certain
      Agreement and Plan of Merger dated as of September 28, 2006 by and among
      the Company, EK Acquisition Corp., Energy King, Inc., the Holder and certain
      other parties (the “Merger Agreement”) and is subject to the terms and
      conditions set forth therein, including without limitation the provisions
      therein which provide for the adjustment of the principal amount of this Note
      in
      certain instances. Capitalized terms used and not otherwise defined in this
      Note
      shall have the meanings ascribed to such terms in the Merger Agreement. In
      the
      event that the principal amount of this Note is reduced pursuant to the Merger
      Agreement, then the Holder shall not be entitled to retain any interest
      previously paid upon the amount of the reduction and, at the Company’s option,
      the Company may apply all or any portion of such amounts to reduce the principal
      amount of this Note or the amount of any further interest payments required
      to
      be paid pursuant to this Note or the Company may require that the holder
      promptly repay all or any portion of such amounts to the Company upon
      demand




The
      Company shall have the right to prepay this Note in whole or in part without
      penalty at any time and from time to time with or without prior notice. Except
      as expressly provided in this Note, payments of principal and interest on this
      Note shall be made in lawful money of the United States of America paid by
      check
      to the Holder delivered to the Holder at its address identified in the Merger
      Agreement, or such other location as the holder of this Note shall have
      designated by written notice to the Company *;
      provided, however,* that at
      the election of the Company, all or any part of the principal and interest
      due
      hereunder may be paid by wire transfer to an account designated by the Holder
      in
      writing.




If
      any
      payment hereunder becomes due and payable on a Saturday, Sunday, or legal
      holiday under the laws of the State of California, the due date thereof shall
      be
      extended to the next succeeding business day, and interest shall be payable
      thereon during such extension at the rate specified above.








In
      no
      contingency or event whatsoever shall interest charged hereunder, however such
      interest may be characterized or computed, exceed the highest rate permissible
      under any law which a court of competent jurisdiction shall, in a final
      determination, deem applicable hereto. In the event that such a court determines
      that the Holder has received interest hereunder in excess of the highest rate
      applicable hereto, the Holder shall promptly apply to such excess amount to
      the
      unpaid principal balance or, to the extent no such balance exists, refund such
      excess interest to the Company.





The
      Holder may at any time on or after November 15, 2006 (the “Conversion Start
      Date”) and prior to the Maturity Date convert up to One Million Five Hundred
      Thousand Dollars ($1,500,000) of the principal amount of this Note in the
      aggregate (the “Convertible Portion”) or any portion of the Convertible Portion
      in increments of not less than $10,000 (unless such amount is the only portion
      of the Convertible Portion then remaining outstanding under this Note in which
      event the conversion of the remaining principal amount included in the
      Convertible Portion shall be permitted) into fully paid and nonassessable shares
      of the Common Stock, par value $.001 per share, of the Company (the "Common
      Stock"), on the basis of one share of such stock for each $0.20 in principal
      amount of this Note if converted on or prior to December 31, 2006, one share
      of
      stock for each $0.25 in principal amount of this Note if converted on or after
      January 1, 2007 to and including December 31, 2007 and one share of
      such stock for each $0.35 in principal amount of this Note if converted on
      or
      after January 1, 2008 (the "Conversion Price"). Such conversion shall be
      effected by the surrender of this Note at the principal office of the Company
      (or such other office or agency of the Company as the Company may designate
      by
      notice in writing to the Holder) at any time during usual business hours,
      together with notice in writing that the Holder wishes to convert a portion
      of
      this Note, which notice shall also state the name(s) (with addresses) and
      denominations in which the certificate(s) for Common Stock shall be issued
      and
      shall include instructions for delivery thereof. Such conversion shall be deemed
      to have been effected as of the close of business on the date on which this
      Note
      shall have been surrendered and such notice shall have been received, and at
      such time (the "Conversion Date") the rights of the Holder with respect to
      the
      principal amount of the Note converted shall cease and the person(s) in whose
      name(s) any certificate(s) for Common Stock are to be issued upon such
      conversion shall be deemed to have become the holder or holders of record of
      the
      shares of Common Stock represented by such certificate(s). As soon as
      practicable after the Conversion Date, the Company shall deliver to, or as
      directed by, the Holder, certificates representing the number of shares of
      Common Stock issuable by reason of such conversion registered in such name
      or
      names and such denomination or denominations as the Holder shall have specified,
      together with cash as provided below in respect of any fraction of a share
      of
      such stock otherwise issuable upon such conversion. The Company shall make
      payment to the Holder of accrued interest to the date of conversion on the
      portion of the Note converted at the time and in the manner provided for the
      payment of interest on the unconverted Convertible Portion of this Note. In
      each
      case of conversion, the Company shall either (i) endorse on this Note the date
      and amount of this Note so converted, and such amount shall be deemed no longer
      outstanding and promptly return this Note to the Holder, or (ii) promptly
      execute and deliver a new Note to the Holder in the principal amount equal
      to
      the remaining principal amount of this Note.




From
      and
      after the Conversion Start Date the Company will, if necessary, take such
      actions as may be required to increase its authorized shares of Common Stock
      and
      reserve and keep available out of its authorized but unissued shares of Common
      Stock or its treasury shares, or otherwise, solely for the purpose of issuance
      upon the conversion of this Note, such number of shares of Common Stock as
      shall
      then be issuable upon the conversion of this Note. The Company covenants that
      all shares of Common Stock which shall be so issuable shall, when issued, be
      duly and validly issued, fully paid and nonassessable and free from all taxes,
      liens and charges.




2


In
      the
      event the Company shall at any time subdivide (by any stock split, stock
      dividend or otherwise) its outstanding Common Stock into a greater number of
      shares of such stock, the Conversion Price shall be proportionately decreased.
      Conversely, in the event the outstanding shares of Common Stock shall at any
      time be combined into a smaller number of shares (by reverse stock split or
      otherwise), the Conversion Price shall be proportionately increased. In the
      case
      of any stock dividend described in this paragraph, the adjustment to be made
      shall be made as of the time immediately after the close of business on the
      record date for the determination of holders of any class of securities entitled
      to receive such dividend; provided, however, that if such record date shall
      have
      been fixed and such dividend shall not have been fully paid on the date fixed,
      such adjustment shall be cancelled as of the close of business on such record
      date and, thereafter, the Conversion Price shall be adjusted pursuant to this
      paragraph as of the time of actual payment of such dividend. In the case of
      any
      subdivision (other than a stock dividend) or combination described in this
      paragraph, the adjustment to be made pursuant hereto shall be made as of the
      close of business on the date immediately prior to the date upon which such
      corporate action becomes effective. Notwithstanding the foregoing, the Company
      shall not be required to give effect to any adjustment to the Conversion Price
      if the amount of such adjustment would be less than $.01, but any such
      adjustment shall be carried forward and adjustment with respect thereto shall
      be
      made at the time of and together with any subsequent adjustment which, together
      with such amount and any other amount or amounts so carried forward, causes
      a
      cumulative net adjustment of $.01 or more.




If
      any
      capital reorganization or reclassification of the capital stock of the Company
      (other than a change in par value, or from par value to no par value, or from
      no
      par value to par value, or as a result of an issuance of Common Stock by
      dividend or other distribution or by reason of a subdivision or combination),
      or
      any consolidation or merger of the Company with or into another corporation,
      or
      any sale of all or substantially all of the Company's property and assets to
      any
      person, firm or corporation (collectively, any "Organic Change") shall be
      effected in such a way that holders of Common Stock shall be entitled to receive
      (either directly or upon subsequent liquidation) stock, securities or assets
      with respect to or in exchange for Common Stock, then, as a condition to such
      Organic Change, lawful and adequate provision shall be made whereby the Holder
      shall thereafter have the right to acquire and receive upon the basis and upon
      the terms and conditions specified herein and in lieu of the shares of Common
      Stock of the Company immediately theretofore acquirable and receivable (directly
      or upon subsequent conversion, assuming unrestricted convertibility) upon the
      conversion of this Note, such shares of stock, securities or assets as may
      be
      issued or payable with respect to or in exchange for a number of outstanding
      shares of Common Stock equal to the number of shares of Common Stock immediately
      theretofore acquirable and receivable (directly or upon subsequent conversion,
      assuming unrestricted convertibility) upon conversion of this Note had such
      Organic Change not taken place (except that the terms of the parenthetical
      provisions at the end of the next sentence shall be applied in determining
      the
      number of shares of Common Stock immediately theretofore acquirable and
      receivable). In any such case, appropriate provision shall be made with respect
      to the Holder's rights and interests to the end that the provisions contained
      in
      this Note (including without limitation provisions for adjustments of the number
      of shares of Common Stock acquirable and receivable upon the exercise of the
      conversion rights granted herein) shall thereafter be applicable in relation
      to
      any shares of stock, securities or assets thereafter deliverable upon the
      conversion of this Note (including, in the case of any such consolidation,
      merger or sale in which the successor corporation or purchasing entity is other
      than the Company, an immediate adjustment in the number of shares of Common
      Stock acquirable and receivable upon conversion of this Note). In the event
      of a
      merger or consolidation of the Company with or into another corporation or
      the
      sale of all or substantially all of the Company's property and assets to another
      corporation as a result of which a number of shares of common stock of the
      surviving or purchasing corporation greater or lesser than the number of shares
      of Common Stock of the Company outstanding immediately prior to such merger,
      consolidation or sale are issuable to holders of Common Stock, the aggregate
      number of shares of Common Stock into which this Note was convertible in effect
      immediately prior to such merger, consolidation or sale shall be adjusted
      (pursuant to the preceding paragraph) as though there were a subdivision or
      combination of the outstanding shares of Common Stock. The provisions of this
      paragraph shall similarly apply to successive Organic Changes.




3


Promptly
      upon any adjustment in the number of shares of Common Stock acquirable and
      receivable upon conversion of this Note or any adjustment or readjustment in
      the
      Conversion Price, the Company shall send written notice to the Holder, which
      notice shall set forth in reasonable detail the method of calculation and the
      facts upon which such calculation is based. The Company shall, upon written
      request at any time of any holder of this Note, furnish or cause to be furnished
      to such holder a similar certificate setting forth (i) such adjustments and
      readjustments, (ii) the Conversion Price then in effect, and (iii) the number
      of
      shares of Common Stock and the amount, if any, of other property which then
      would be received upon the conversion of this Note. The Company may retain
      a
      firm of independent public accountants of recognized standing which may be
      the
      firm regularly retained by the Company to make any computation required under
      this Note and a certificate signed by such firm shall be conclusive evidence
      of
      the correctness of any computation made under this Section.




The
      Company shall not be required to issue any fractional shares of Common Stock
      upon any conversion of this Note. If any fraction of a share of Common Stock
      except for the provisions of this paragraph would be issuable upon conversion
      of
      this Note, the Company may elect not to convert such portion of the Note or
      in
      lieu of issuing such fractional share pay an amount in cash equal to the then
      current fair market thereof as determined by the Company in good
      faith.




To
      the
      extent applicable, the Company may withhold any present or future income, stamp
      or other taxes, levies, imposts, duties, charges, fees, deductions or
      withholdings, now or hereafter imposed, levied, collected, withheld or assessed
      by any governmental authority from any amounts payable to the Holder hereunder
      and the Company shall send to the Holder notice showing payment thereof. The
      Company will not be responsible for any income tax of the Holder for interest
      due on the Note, or stamp duty or other tax due on conversion of the Note.
      Nothing contained in this Note shall be construed as conferring upon the Holder
      the right to receive any dividend or other distribution as a stockholder or
      to
      vote or to consent or to receive notice as a stockholder in respect of the
      meetings of stockholders for the election of directors of the Company or any
      other matter.




If
      any of
      the following conditions or events (each an “Event of Default” and collectively,
      the “Events of Default”) shall occur and be continuing:




(a)  if
      the
      Company shall default in the payment of any principal on this Note when the
      same
      becomes due and payable, whether at maturity or otherwise, and such payment
      shall not have been made within fifteen (15) days after written notice of
      default shall have been received by the Company from the Holder; or




(b)  if
      the
      Company shall default in the payment of any interest on the Note when the same
      becomes due and payable and such default shall continue more than thirty (30)
      days after written notice of default shall have been received by the Company
      from the Holder; or




4


(c)  if
      the
      Company shall make an assignment for the benefit of creditors, or shall admit
      in
      writing its inability to pay its debts as they become due, or shall file a
      voluntary petition in bankruptcy, or shall be adjudicated as bankrupt or
      insolvent, or shall file any petition or answer seeking for itself any
      reorganization, arrangement, composition, readjustment, liquidation, dissolution
      or similar relief under any present or future statute, law or regulation, or
      shall file any answer admitting or not contesting the material allegations
      of a
      petition filed against the Company in any such proceeding, or shall seek or
      consent to or acquiesce in the appointment of any custodian, trustee, receiver
      or liquidator of the Company or of all or any substantial part of the properties
      of the Company, or if the Company or its directors or majority stockholders
      (or
      such greater number as may be required to effect such action) shall take any
      action looking to the dissolution or liquidation of the Company; or




(d)  if,
      within sixty (60) days after the commencement of an involuntary bankruptcy
      proceeding or other action against the Company seeking any reorganization,
      arrangement, composition, readjustment, liquidation, dissolution or similar
      relief under any present or future statute, law or regulation, such action
      shall
      not have been dismissed or all orders or proceedings thereunder affecting the
      operations or the business of the Company stayed, or if the stay of any such
      order or proceeding shall thereafter be set aside, or if, within sixty (60)
      days
      after the appointment without the consent or acquiescence of the Company of
      any
      custodian, trustee, receiver or liquidator of the Company or of all or any
      substantial part of the properties of the Company, such appointments shall
      not
      have been vacated;




then
      the
      Holder hereof may at any time (unless all Events of Default shall theretofore
      have been remedied or cured) at its option, by written notice to the Company,
      declare this Note to be due and payable, whereupon this Note shall forthwith
      mature and become due and payable, together with interest accrued and unpaid
      hereon, without presentment, demand, protest or notice, all of which are hereby
      waived.




**This
      Note is a nonrecourse note and is secured solely by a pledge of certain shares
      of stock of Energy King, Inc., a California corporation (the “Operating
      Company”), pursuant to a Pledge Agreement of even date herewith between the
      Company, the Holder, the other Stockholders and Varin Larson, as agent for
      the
      Holder and the other Stockholders ("Pledge Agreement"). The Company shall be
      liable upon the indebtedness evidenced by this Note, for all sums to accrue
      or
      to become payable hereon and for performance of any covenants contained in
      this
      Note or the Pledge Agreement to the extent, but only to the extent, of the
      security granted to the Lender pursuant to the Pledge Agreement. No attachment,
      execution or other writ or process shall be sought, issued or levied against
      the
      Company or upon any assets, properties or funds of the Company other than the
      properties, rights, estates and interests pledged pursuant to the Pledge
      Agreement. In the event of any foreclosure of such title, liens or security
      interests, no judgment of any deficiency upon such indebtedness, sums and
      amounts shall be sought or obtained by Lender against the
      Company.**




5


Notwithstanding
      anything to the contrary contained in this Note, in the event that Buckeye,
      the
      Company or EK Acquisition Corp. (each, an “Indemnified Party”) is (or, pending
      resolution of a disputed claim, may be) entitled to receive any amounts from
      the
      Holder or any of the other Stockholders (each, an “Indemnifying Party”) under
      the Merger Agreement or under any of the other documents executed or to be
      executed in connection with the Merger Agreement, including without limitation
      any amounts owed under the indemnification provisions of Article 11 of the
      Merger Agreement, the Company may take any one or more of the following actions
      (and such actions shall not result in an Event of Default under this
      Agreement):




(i)  offset
      and deduct from any amounts to be paid to the Holder of this Note (or that
      may
      be converted by the Holder) any amounts owed by any Indemnifying Party to any
      Indemnified Party under the Merger Agreement or any other agreement or document
      executed in connection with the Merger Agreement; or




(ii)  pending
      resolution of any claim, withhold from the amounts to be paid to the Holder
      of
      this Note (or that may be converted by the Holder) any amounts which may be
      owed
      by any Indemnifying Party to any Indemnified Party under the Merger Agreement
      or
      any other agreement or document executed in connection with the Merger
      Agreement;




In
      either
      case, neither such amount nor any interest on such amount shall be required
      to
      be paid by the Company to Holder (or converted), provided, however, that if
      within thirty (30) days the Holder notifies the Company that it disputes the
      amounts so offset, deducted or withheld, then if and to the extent the Holder
      prevails with respect to such dispute amounted the Holder shall be entitled
      to
      any interest required to be paid pursuant to this Note with respect to the
      disputed amount and not paid as a result of the operation of this sentence;
      provided further, however, that the Company shall be permitted to deposit any
      such disputed amount so withheld in escrow with an escrow agent selected by
      the
      Company and reasonably satisfactory to the Holder of this Note, pending
      resolution of such dispute (where, if permitted, the amount escrowed may be
      invested in investments mutually acceptable to the Company and the Holder),
      in
      which case no interest shall be required to be paid with respect to such amount,
      regardless of the resolution of the dispute and, upon the resolution of the
      dispute, the escrowed amount and any earnings or losses upon such escrowed
      amount shall be paid or allocated to the Company or paid and allocated to the
      Holder, as appropriate.




THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND
      NOT
      THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF CALIFORNIA.




All
      notices delivered pursuant to the terms hereof shall be deemed to have been
      duly
      given when given in accordance with the terms of the Merger
      Agreement.




Whenever
      in this Note reference is made to the Company or the Holder, such reference
      shall be deemed to include their respective heirs, legal representatives,
      successors and assigns; provided, however, that the Holder may not transfer
      this
      Note or any portion of this Note or any of its rights under this Note or any
      portion hereof, including without limitation to the Common Stock or other
      securities that may be issuable or issued with respect to the Convertible
      Portion of this Note, without the consent of the Company or, with respect to
      such Common Stock, as expressly permitted pursuant to the terms of the Transfer
      Restriction Agreement.




6


**IN
      WITNESS WHEREOF,** the
      undersigned has caused this Note to be executed by its duly authorized officer
      on the date first above written.






BUCKEYE
      VENTURES, INC.




By:______________________________


Alan
      J.
      Mintz


President










7