PROMISSORY NOTE II


March 16, 2004

                                                                2,000,000


     FOR  VALUE  RECEIVED,  NATHANIEL  ENERGY  CORPORATION,   INC.,  a  Delaware
Corporation  (the "Maker"),  having an address at 8001 South Inter portal Blvd.,
Englewood, Colorado 80112, hereby promises to pay to the order of RICHARD STRAIN
(the  "Payee") at his address at 329  Manchester  Road,  Poughkeepsie,  New York
12603  or at such  other  place  as the  holder  hereof  may  from  time to time
designate  in writing,  in  immediately  available  funds,  FIVE  HUNDRED  FORTY
THOUSAND DOLLARS  ($540,000)  payable on October 1, 2005, January 1, 2006, April
1, 2006, and July 1, 2006.

     Notwithstanding  anything to the contrary  contained in this Note, the rate
of interest payable on this Note shall never exceed the maximum rate of interest
permitted under applicable law.

     The Maker  may  prepay  this  Note in whole or in part at any time  without
premium or penalty.

     The outstanding  principal plus interest under this Note maybe be converted
into  common  stock of the  Maker by the  payee  pursuant  to the  terms of that
certain Loan  Agreement II dated March 16, 2004 between the Maker and the Payee.
(the "Loan Agreement II").

     This Note evidences a loan in the principal amount hereof from the Payee to
the Maker pursuant to the Loan Agreement II.

     This Note or any provision hereof may not be waived,  changed,  modified or
discharged  orally,  but only by an  agreement  in writing,  signed by the party
against whom  enforcement of any waiver,  change,  modification  or discharge is
sought.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceedings  (whether at the trial or appellate  level),  or should this Note be
placed in the hands of any agent or  attorneys  for  collection  upon default or
maturity,  the Maker  agrees to pay, in  addition  to all other  amounts due and
payable hereunder, all reasonable costs and expenses of collection or attempting
to collect this Note, including reasonable attorneys fees.

     The Maker and any endorsers  hereof,  for themselves  and their  respective
representatives,  successors  and  assigns,  expressly  (a)  waive  presentment,
demand, protest, notice of dishonor, notice of non-payment,  notice of maturity,
notice of protest,  and diligence in collection,  and (b) consent that the Payee
may  release  or  surrender,  exchange  or  substitute  any  property  or  other
collateral  or security now held or which may  hereafter be held as security for
the payment of this Note, or may release any

<PAGE>

current or future  guarantor,  or may extend the time for  payment or  otherwise
modify  the  terms of  payment  of any part or the  whole of the debt  evidenced
hereby.

     Any notice, demand or request relating to any matter set forth herein shall
be in writing and shall be deemed  effective when hand  delivered,  when mailed,
postage prepaid,  by registered or certified mail, return receipt requested,  or
by overnight mail, or when sent by facsimile transmission to any party hereto at
its  address  stated  herein or at such  other  address  of which it shall  have
notified the party giving such notice in writing as aforesaid.

     Notwithstanding  any  other  provision  of this  Note,  all  payments  made
hereunder shall be applied first to payment of sums payable hereunder other than
interest and principal,  secondly, interest on the principal balance outstanding
hereunder from time to time, and thirdly to principal.

     This Note shall be construed  and enforced in  accordance  with the laws of
the State of New York,  applicable  to agreements  performed  wholly within such
state.

                              NATHANIEL ENERGY CORPORATION


                              By: /s/ Stan Abrams


                             Name:/s/ Stan Abrams
                                  ------------------------

                             Title: CEO/President
                                   -----------------------