BEARD CO /OK
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>bcpnexh2-51503.txt
<TEXT>
                                                                   Exhibit 10(b)

THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES
LAWS AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED OR OTHERWISE DISPOSED OF ABSENT
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933  AND  ANY  APPLICABLE  STATE
SECURITIES  LAWS UNLESS AND UNTIL THE HOLDER  HEREOF  PROVIDES  (i)  INFORMATION
REASONABLY  NECESSARY TO CONFIRM THAT SUCH  REGISTRATION IS NOT REQUIRED OR (ii)
AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.


                                 PROMISSORY NOTE


$550,000.00                                                    February 21, 2003


     FOR VALUE  RECEIVED,  the  undersigned,  THE  BEARD  COMPANY,  an  Oklahoma
corporation (the  "Borrower"),  promises to pay to the order of BOATRIGHT FAMILY
L.L.C.,  a Partnership  (the payee,  its successors and assigns are  hereinafter
called the  "Lender"),  at Suite  320,  5600 North May  Avenue,  Oklahoma  City,
Oklahoma  73112,  or at such other place as may be  designated in writing by the
Lender, the principal sum of FIVE HUNDRED FIFTY THOUSAND DOLLARS  ($550,000.00),
together with interest thereon at the rate hereinafter stated:

     Prior to Default the unpaid  principal  balance of this Note will bear
     interest at the per annum rate equal to five  percent  (5%).  Interest
     will  be  paid  initially  on  October  1,  2003,  and   semi-annually
     thereafter  commencing  on April 1,  2004  until  this Note is paid in
     full.  All  interest  will be computed  for the actual  number of days
     elapsed at a per diem charge  based on a 360-day  year  consisting  of
     twelve (12) months of thirty (30) days.

     The entire unpaid principal  balance of this Note plus all accrued and
     unpaid interest thereon will be due and payable on the Maturity Date.

     1. Definitions. As used in this Note, "Maturity Date" means the earlier of:
(a) the date the Lender notifies the Borrower that the unpaid principal  balance
of this Note is due based on the occurrence of an event of Default which has not
been  timely  cured;  (b) within ten (10) days after  receipt by Borrower of the
second  installment  of the  McElmo  Dome  Settlement,  as  defined in Section 8
hereof; or (c) April 1, 2004;  provided however,  at the option of the Borrower,
the  Maturity  Date may be extended for a period of nine (9) months in the event
the McElmo Dome Settlement has not been received by such date.

     2. Allocation of Payments.  All payments on this Note will be applied first
to the payment of accrued  interest and the balance will be applied in reduction
of the principal balance hereof provided that no payment will be applied to this
Note until received by the Lender in collected funds.

     3.  Payments.  If any payment  under this Note becomes due and payable on a
day other than a business day, the maturity thereof will be extended to the next
succeeding business day and such extension of time will in such case be included
in the computation of payments of interest.

     4.  Prepayment.  The  Borrower  will have the right to prepay  this Note in
whole or in part at any time and from time to time without premium or penalty.

     5.  Expenses.  The  Borrower  agrees that if, and as often as, this Note is
placed in the hands of an attorney for collection or to defend or enforce any of
the Lender's rights  hereunder or under any instrument  securing payment of this
Note, the Borrower will pay the Lender's  reasonable  attorneys' fees, all court
costs and all other expenses incurred by the Lender in connection therewith.

     6.  Default  Interest.  Any sum not  paid  when  due,  by  acceleration  or
otherwise,  will bear  interest at the per annum rate equal to thirteen  percent
(13%) and such  interest  which has accrued will be paid at the time of and as a
condition precedent to curing any Default hereunder.

     7.  Governing  Law. This Note is to be construed  according to the internal
laws of the State of Oklahoma.

     8. McElmo Dome Settlement.  The Borrower  covenants and agrees that so long
as this Note remains unpaid,  it will not pledge or grant a security interest in
any proceeds or potential  proceeds of settlement (the McElmo Dome  Settlement")
of the  litigation  filed by Borrower and others on October 22, 1996 in the U.S.
District Court of Colorado  against Shell Oil Company,  Shell Western E&P, Inc.,
Mobil  Producing  Texas and New Mexico,  Inc.  and Cortez  Pipeline  Company,  a
Partnership.

     9. Grant of Security  Interest in McElmo Dome Field.  On May 16, 2002,  the
Borrower executed a Deed of Trust, Assignment of Production, Security Agreement,
and Financing  Statement,  subsequently filed of record in Montezuma and Dolores
Counties,  Colorado,  perfecting  a lien (the  "Lien")  in favor of McElmo  Dome
Nominee,  LLC (the  "Nominee")  against the  Borrower's  working and  overriding
royalty  interests  in a producing  carbon  dioxide gas unit known as the McElmo
Dome Unit (the "Properties"). Pursuant to a Nominee Agreement (the "2002 Nominee
Agreement")  executed  that same date the  Nominee has agreed that it is holding
title as Nominee to the Lien and the  Properties  in favor of (i) the William M.
Beard and Lu Beard 1988  Charitable  Unitrust (the  "Unitrust" - $1,643,000) and
(ii) the holders of other notes  issued by Borrower  pursuant to the  Borrower's
Confidential  Private  Placement  Memorandum  dated  March 21,  2002 (the  "2002
Noteholders" - $1,200,000),  for a total pari passu  indebtedness of $2,843,000.
Accordingly,  the Unitrust has  1,643,000/2,843,000  prorata rights and the 2002
Noteholders have 1,200,000/2,843,000 prorata rights to the Lien.

     The  Borrower  has agreed to deliver to the holders of the notes  issued by
Borrower pursuant to the Borrower's  Confidential  Private Placement  Memorandum
dated  January  31,  2003 (the  "2003  Note  Holders")  documentation  in a form
acceptable  to the 2003 Note Holders  which will result in the 2003 Note Holders
receiving  all of the funds  which may accrue to the  Unitrust  pursuant  to its
prorata rights under the 2002 Nominee Agreement until the 2003 Note Holders have
received the total amount of their  indebtedness  plus all accrued  interest due
thereunder.

     10. Default.  On the breach of any provision of this Note, at the option of
the  Lender,  the  entire  indebtedness  evidenced  by  this  Note  will  become
immediately  due, payable and collectible then or thereafter as the Lender might
elect,  regardless of the stated date of maturity hereof.  Failure by the Lender
to exercise  such option will not  constitute  a waiver of the right to exercise
the same in the event of any subsequent default.

     11. Other  Parties.  The makers,  endorsers,  sureties,  guarantors and all
other  persons  who may  become  liable  for all or any part of this  obligation
severally waive presentment for payment, protest and notice of nonpayment.  Said
parties  consent  to any  extension  of time  (whether  one or more) of  payment
hereof,  release of all or any part of the  security  for the payment  hereof or
release  of any  party  liable  for the  payment  of this  obligation.  Any such
extension  or release may be made  without  notice to any such party and without
discharging such party's liability hereunder.

     12.  Letter  Agreement.  The Note is subject  to the terms of that  certain
Letter  Agreement  dated  February 21, 2003, by and between the Borrower and the
Lender.

     IN WITNESS WHEREOF, the Borrower has executed this instrument effective the
date first above written.

                                      THE BEARD COMPANY, an Oklahoma corporation

                                      By  HERB MEE, JR.
                                          Herb Mee, Jr., President

                                      (the "Borrower")

</TEXT>
</DOCUMENT>
