Exhibit 10.2

                                 PROMISSORY NOTE

AMOUNT: $500,000                                      DATE: October 28, 2005

      FOR VALUE RECEIVED, BPK RESOURCES, INC. ("Borrower") hereby promises to
pay to the order of K. DAVID STEVENSON ("Lender") the principal sum of FIVE
HUNDRED THOUSAND ($500,000) DOLLARS. Payment in full, plus accrued interest of
Ten (10%) percent shall be made in lawful money of the United States, at the
principal address of Lender, or such other place as the holder of this Note may
designate upon demand.

      As an inducement to issuing the note, Borrower will issue to Lender
300,000 $.13 Three Year Common Stock Purchase Warrants.

      Borrower shall have the privilege without premium or penalty, at any time
and from time to time, of prepaying this Note in whole or in part.

      No partial prepayment shall postpone or interrupt the payment of the
remaining principal balance, all of which shall continue to be due and payable
at the time and the manner set forth above.

      Borrower agrees that a default shall occur hereunder in the event that
payment is not made upon demand and such default continues for a period of ten
(10) days from the date of demand therefor. After the expiration of such ten
(10) day period interest shall accrue on the unpaid balance due hereunder at a
rate of Twelve (12%) percent, together with attorneys' fees for collection and
payment of the same, which sums may be enforced and recovered by the entry of
judgment on this.

      Borrower (and all endorsers, sureties and guarantors) waives presentment
for payment, demand, notice of demand, notice of nonpayment or dishonor, protest
and notice of protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Note; liability hereunder shall be unconditional and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Lender.

      Borrower shall pay the cost of any revenue, tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents executed in conjunction herewith, and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing debts so secured Borrower agrees to pay or to reimburse Lender upon
demand the amount of such taxes.

      The words "Lender" and "Borrower" whenever occurring herein shall be
deemed and construed to include their respective successors and assigns of
Lender and Borrower.

      This instrument shall be construed according to and governed by the laws
of the Commonwealth of Pennsylvania.

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         IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note
under seal the day and year first above mentioned.


                                               BPK RESOURCES, INC.
                                               BY:
                                                   -----------------------------
                                                   NAME:
                                                   TITLE: