Exhibit 10.3

                             SECURED PROMISSORY NOTE


$1,900,000                                                      Bala Cynwyd, PA

                           February 27, 2004

                  FOR VALUE  RECEIVED,  BP  Investments  Group,  LLC, a Delaware
limited liability  company (the "Borrower"),  with a principal place of business
at One Belmont Ave. Bala Cynwyd,  PA., hereby promises to pay to Ocean Resources
Capital  Holdings PLC, a public limited company  organized under the laws of the
United  Kingdom (the  "Lender"),  the  principal sum of One Million Nine Hundred
Thousand Dollars (US $1,900,000)  payable as follows:  $200,000 shall be paid on
May 27, 2004 (90 days after the date hereof) and  $1,700,000  on August 27, 2004
(180 days from the date hereof) (the "Maturity Date").

                  The entire principal amount together with interest at the rate
of five percent (5%) percent per annum, shall be paid on the Maturity Date.

                  The  obligation  of the  Borrower  for  payment of  principal,
interest and all other sums  hereunder  is secured by that certain  Stock Pledge
Agreement dated as of even date herewith (the "Pledge Agreement").

                  All  payments  (including  prepayments)  to  be  made  by  the
Borrower  hereunder,  whether on account of  principal,  interest or  otherwise,
shall be made  without  set off or  counterclaim  and shall be made prior on the
Maturity  Date  thereof to the Lender at the  address set forth  above,  or such
other place as Lender may from time to time designate in writing. If any payment
or action to be made or taken hereunder shall be stated to be or become due on a
day which is not a Business  Day,  such payment or action shall be made or taken
on the next following  Business Day and such extension of time shall be included
in  computing  interest or fees,  if any,  in  connection  with such  payment or
action.

         Any failure to timely repay the  principal or interest due hereunder or
any failure to adhere to the terms of this Note shall be  considered an Event of
Default.  Upon the  occurrence of an Event of Default,  the entire amount of the
indebtedness evidenced by this Note hereby shall be immediately due and payable.
Upon the  acceleration of the obligations  evidenced by this Note and failure by
the Borrower to pay amounts then due  hereunder,  Lender may proceed to protect,
exercise and enforce all of its rights and remedies  under this Note, the Pledge
Agreement,  that certain  Securities  Purchase  Agreement  dated as of even date
herewith,  and applicable law. The remedies provided in this Note are cumulative
and  concurrent,  may be  pursued  in any  order,  separately,  successively  or
together, may be exercised as often as occasion therefor may arise, and shall be
in addition to, and not in substitution for, the rights and remedies which would
otherwise be vested in Lender for the recovery of damages, or otherwise,  in the
event of a breach of any of the  undertakings  of the Borrower  hereunder.  This
Note may not be modified,  altered or amended, except by an agreement in writing

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signed by the  Borrower  and the  Lender.  The  Lender  may not sell,  assign or
transfer this Note or any portion hereof.

         This Note shall bind the Borrower and its successors  and assigns,  and
the benefits  hereof shall inure to the benefit of the Lender and its successors
and assigns.  All references  herein to the "Borrower" and the "Lender" shall be
deemed  to  apply  to the  Borrower  and the  Lender,  respectively,  and  their
respective successors and assigns.

         Borrower may prepay the loan evidenced by this Note at anytime without
the consent of the Lender.

                  This  Note and any other  documents  delivered  in  connection
herewith and the rights and  obligations of the parties hereto and thereto shall
for all purposes be governed by and construed  and enforced in  accordance  with
the internal laws of the  Commonwealth of Pennsylvania  without giving effect to
its conflicts of law principles.

                  IN WITNESS WHEREOF,  the undersigned,  intending to be legally
bound hereby, has executed this Note as of the date first written above with the
intention that this Note shall constitute a sealed instrument.

                                                     BP INVESTMENTS GROUP, LLC


                                                     By: /s/ Ernest A. Bartlett
                                                        ------------------------
                                                     Name:  Ernest A. Bartlett
                                                     Title: Manager