EXHIBIT 99.2


                                 PROMISSORY NOTE
                                 ---------------


$200,000                                                      Irvine, California
--------                                                      October 8, 2001



         FOR VALUE RECEIVED, Devenshire Management Corporation (the "Maker"),
promises to pay to the order of NuWay Energy, Inc., a Delaware corporation, with
principal offices at 6826 NW 77th Court, Miami, Florida 33166 (the "Payee") the
principal sum of Two Hundred Thousand Dollars ($200,000), with interest until
paid in full as set forth in this Promissory Note (this "Note"). The following
terms shall apply to this Note.

         1.       Interest. Interest shall accrue on the unpaid principal
balance of this Note at the fixed rate of prime as reported by Citibank plus one
percent (1%) per annum. Interest shall be payable in annual installments on the
outstanding principal amount commencing on September 30, 2001.

         2.       Calculation of Interest. Interest shall be calculated on the
basis of a 365 day year, applied to the actual number of days on which there
exists an unpaid balance hereunder.

         3.       Repayment. The Maker shall tender to the Payee at the address
set forth above, in immediately available funds, the full principal amount on or
before October 7, 2006 (the "Maturity Date").

         4.       Prepayments. The Maker may prepay the sums due under this Note
in whole at any time or in part from time to time without premium or penalty.

         5.       Payments. All payments hereunder shall be made in U.S. dollars
in immediately available funds. Any payments by check shall be accepted subject
to collection in immediately available funds.

         6.       Application of Payments. All payments made hereunder shall be
applied first to late payment charges or other sums owed to the Payee, next to
accrued interest, and then to principal.

         7.       Rights and Remedies. Upon any default under this Note, the
Payee may, at its option, declare the unpaid principal balance of this Note,
together with all unpaid and accrued interest thereon, to be immediately due and
payable in cash, without presentment, demand protest or notice of any kind, all
of which are hereby expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and Payee may
immediately, and without expiration of any period of grace, enforce any and all
of the Payee's rights and remedies provided herein or any other rights or
remedies afforded by law (including but not limited to consequential damages if
any). It is agreed that in the event of such action, Payee shall be entitled to
receive all reasonable fees, costs and expenses incurred, including without
limitation such reasonable fees and expenses of attorneys. The rights and
remedies available to Payee under this Note shall be cumulative and in addition
to any other rights or remedies that Payee may be entitled to pursue at law or
in equity.

         8.       Venue/Jurisdiction/Choice of Law. This Note will be
exclusively construed and enforced in accordance with and exclusively governed
by the laws of the State of Florida. Each of the parties consents to the
exclusive jurisdiction of the U.S. District Court sitting in Miami, Florida in
connection with any dispute arising under this Note and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
forum non conveniens, to the bringing of any such proceeding in such
jurisdictions. Each party hereby agrees that if another party to this Note
obtains a judgment against it in such a proceeding, the party which obtained
such judgment may enforce same by summary judgment in the courts of any country
having jurisdiction over the party against whom such judgment was obtained, and
each party hereby waives any defenses available to it under local law and agrees
to the enforcement of such a judgment. Each party to this Note irrevocably
consents to the service of process in any such proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such party
at its address set forth herein. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by law.

         9.       Invalidity and Severability. In case any provision (or any
part of any provision) contained in this Note shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision (or remaining part of
the affected provision) of this Note, but this Note shall be construed as if

<PAGE>

such invalid, illegal, or unenforceable provision (or part thereof) had never
been contained herein, but only to the extent such provision (or part thereof)
is invalid, illegal, or unenforceable.

         10.      Binding Effect. This Note shall be binding upon and shall
inure to the benefit of the Payee, the Maker, and their respective heirs,
personal representatives, successors, and permitted assigns, as the case may be.

         11.      Remedies Cumulative. The rights, powers and remedies of the
Payee under this Note shall be in addition to all rights, powers and remedies
given to the Payee by virtue of any statute, rule of law, or other agreement,
and shall be cumulative, and may be exercised successively or concurrently.

         12.      Amendment; Waiver. This Note may not be amended, modified,
waived, discharged, or terminated orally, but only by an agreement in writing
signed by the party against whom such agreement is sought to be enforced. No
failure or delay in exercising any right or remedy pursuant to this Note shall
constitute a waiver of such right or remedy or of any other right or remedy
pursuant hereto. Resort to one form of remedy shall not constitute a waiver of
other alternative remedies.

         13.      Headings. The headings contained in this Note are for
convenience of reference only.

         14.      MUTUAL WAIVER OF JURY TRIAL. THE MAKER AND THE PAYEE WAIVE ALL
RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND ARISING UNDER OR RELATING IN
ANY WAY TO THIS NOTE. THE MAKER AND THE PAYEE ACKNOWLEDGE THAT THIS IS A WAIVER
OF A LEGAL RIGHT AND REPRESENT TO EACH OTHER THAT THESE WAIVERS ARE MADE
KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF THEIR CHOICE. THE
MAKER AND THE PAYEE AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF
A COURT HAVING JURISDICTION WITHOUT A JURY.

         15.      Effect of Waiver. Payee is not under any obligation to
exercise any of its rights under this Note, and failure to exercise its rights
under this Note or to delay in exercising any of its rights shall not be deemed
a waiver of or in any manner impair any of the rights of the Payee.

         16.      Acceleration on Insolvency of Maker. If Maker shall be
adjudged bankrupt, or file a petition in bankruptcy, or have a petition in
bankruptcy filed against it, this Note shall become due and payable immediately
without demand or notice.

         17.      Costs of Collection. The Maker shall pay on demand all
reasonable costs of collection, including reasonable legal expenses and
reasonable attorney fees, incurred by Payee in enforcing this Note on default.

         18.      Default. It shall be deemed a default under this Note if the
Maker shall fail to pay the interest and principal within ten days of the date
due under this Note as set forth in Section 3 above.

         19.      Notice. All notices, demands, consents, requests, instructions
and other communications to be given or delivered or permitted under or by
reason of the provisions of this Agreement, or in connection with the
transactions contemplated hereby and thereby shall be in writing and shall be
deemed to be delivered and received by the intended recipient as follows: (a) if
personally delivered, on the Business Day (as such term is hereinafter defined)
of such delivery (as evidenced by the receipt of the personal delivery service);
(b) if mailed within the United States by certified or registered mail, return
receipt requested, four (4) Business Days after the aforesaid mailing; (c) if
delivered by overnight courier (with all charges having been prepaid), on the
Business Day of such delivery (as evidenced by the receipt of the overnight
courier service of recognized standing); (d) on the second Business Day after
delivery to a recognized international express courier company (with all charges
having been prepaid); or (e) if delivered by facsimile transmission, on the
Business Day of such delivery if sent by 6:00 p.m. in the time zone of the
recipient, or if sent after that time, on the next succeeding Business Day (as
evidenced by the printed confirmation of delivery generated by the sending
party's telecopier machine). For the purposes of this Agreement, the term
"Business Day" means a day other than a Saturday, Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close. If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a changed
address of which no notice was given (in accordance with this Section 19), or
the refusal to accept same, the notice shall be deemed received on the Business
Day the notice is sent (as evidenced by a sworn affidavit of the sender). All
such notices, demands, consents, requests, instructions and other communications
will be sent to the following addresses or facsimile numbers as applicable:

                                                                               2
<PAGE>

If to the Maker:

Devenshire Management Corporation
19100 Von Karman Ave, Ste 450
Irvine, CA 92612

If to Payee:

NuWay Energy, Inc.
6826 NW 77th Court
Miami, Florida 33166

With a copy to:

Jeffrey M. Stein, Esq.
The Goldstein Law Group, P.C.
65 Broadway, 10th Floor
New York, NY 10006
Facsimile: (212) 809-4228

or to such other address as any party may specify by notice given to the other
party in accordance with this Section 19.

         IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed
and delivered under seal on the date first above written.

MAKER:

Acknowledged and agreed (i) that the terms set forth herein are agreed and
accepted and (ii) that the undersigned has had an opportunity to consult counsel
to review this document.

Devenshire Management Corporation


------------------------------
By: Todd Sanders, President

                                       STATE OF CALIFORNIA        )
                                                                  ss.:
                                       COUNTY OF              )

                                       On the _____ day of October 2001, before
                                       me personally came TODD SANDERS, to me
                                       known, who confirmed that he is the
                                       President of the Maker described in the
                                       foregoing Promissory Note, and who then
                                       executed such Note in my presence.

                                       --------------------------
                                       Notary Public

                                                                               3
<PAGE>

                                 PROMISSORY NOTE
                                 ---------------


$1,100,000
----------

                                   SECTION ONE

                                  TERMS OF NOTE

         FOR VALUE RECEIVED, NuWay, inc. RESOURCES (the "Debtor"), a Nevada
corporation, promises to pay to the order of NUWAY Energy, INC. (hereinafter
"Energy"), a Delaware corporation, the principal sum of One Million One Hundred
Thousand ($1,100,000) Dollars payable upon written demand by ENERGY. Interest
shall accrue on the unpaid principal balance of this Note at the fixed rate of
interest of seven percent (7%) per annum.

                                   SECTION TWO
                               PREPAYMENT OF NOTE

         Prepayment of the full principal balance, along with all unpaid
interest, or any portion of the principal balance, along with any portion
thereof of unpaid interest, is permitted at any time without penalty.

                                  SECTION THREE
                      EFFECT OF WAIVER OF RIGHTS BY ENERGY

         ENERGY is not under any obligation to exercise any of its rights under
this note, and failure to exercise its rights under this note or to delay in
exercising any of its rights shall not be deemed a waiver of or in any manner
impair any of the rights of ENERGY.

                                  SECTION FOUR
                         CUMULATIVE RIGHTS AND REMEDIES

         The rights and remedies of ENERGY specified in this Note are cumulative
and do not exclude any other rights or remedies it may otherwise have.

                                  SECTION FIVE
                      ACCELERATION ON INSOLVENCY OF DEBTOR

         If Debtor shall be adjudged bankrupt, or file a petition in bankruptcy,
or have a petition in bankruptcy filed against it, this note shall become due
and payable immediately without demand or notice.

                                   SECTION SIX
             WAIVER OF PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR

         Debtor hereby waives all acts on the part of ENERGY required in fixing
the liability of the party, including among other things presentment, demand,
notice of dishonor, protest, notice of protest, notice of nonpayment, and any
other notice.

                                  SECTION SEVEN
                                 CHOICE OF LAWS

         This Note shall be governed by and construed in accordance with the
internal laws (as opposed to conflict of laws) of Delaware in all respects,
including matters of construction, validity and performance.

                                  SECTION EIGHT
                               COSTS OF COLLECTION

         Debtor shall pay on demand all costs of collection, including legal
expenses and attorney fees, incurred by ENERGY in enforcing this note on
default.

                                                                               4
<PAGE>

                                  SECTION NINE
                                INTEREST CHARGES

          If a law, which applies to this note and which sets the maximum
interest amount, is finally interpreted so that the interest in connection with
this note exceed the permitted limits, then: (1) any such interest shall be
reduced by the amount necessary to reduce the interest to the permitted limit;
and (2) any sums already collected (if any) from the Debtor which exceed the
permitted limits will be refunded to the Debtor. The Note holder may choose to
make this refund by reducing the principal Debtor owes under this note or by
making a direct payment to the Debtor. If a refund reduces the principal, the
reduction will be treated as a partial payment.



Dated:   August  ____, 2001

         NUWAY RESOURCES, INC.




         By:
            ------------------------
            Name:
            Title:


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