BPK RESOURCES INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v03585_10-2.txt
<TEXT>
Exhibit 10.2

                             STOCK PLEDGE AGREEMENT


         THIS STOCK PLEDGE AGREEMENT (the "Agreement"), dated February 27, 2004,
is made and  entered  into by and among BP  Investments  Group,  LLC a  Delaware
limited liability company ("Pledgor"), and Ocean Resources Capital Holdings PLC,
a public  limited  company  organized  under the laws of the United Kingdom (the
"Secured  Party"),  and Spector Gadon & Rosen,  PC, a Pennsylvania  Professional
Corporation ("Collateral Agent").

         WHEREAS,  pursuant to that certain Securities  Purchase Agreement dated
as of even date  herewith  (as it may  hereafter  from time to time be restated,
amended, modified or supplemented,  the "Purchase Agreement") by and between the
Pledgor and the Secured Party, the Pledgor purchased  5,538,461 shares of Series
A 10% Convertible Preferred Stock, $.001 par value per share (the "Shares"),  of
BPK  Resources,  Inc.,  a Nevada  corporation  ("BPK"),  and issued that certain
Secured  Promissory  Note dated February 27, 2004 in the principal  amount of US
$1,900,000 (as it may hereafter from time to time be restated, amended, modified
or supplemented, the "Note"); and

         WHERAS,  in order to secure the Pledgor's  obligations  under the Note,
the Secured Party has requested  that the Pledgor pledge and grant of a security
interest in and to the securities of the Pledgor set forth on Schedule A hereto.

         NOW,  THEREFORE,  intending  to be legally  bound  hereby,  the parties
hereto hereby agree as follows:

         1.  Defined Terms.

             (a) Except as  otherwise  expressly  provided  herein,  capitalized
terms used in this Agreement shall have the respective meanings assigned to them
in the Purchase Agreements or Instruments,  as applicable.  Where applicable and
except as otherwise expressly provided herein, terms used herein (whether or not
capitalized) shall have the respective  meanings assigned to them in the Uniform
Commercial Code, as amended from time to time (the "Code").

             (b) "Pledged Collateral" shall mean and include the following:  (i)
the  stock,  shares,  securities  and all other  ownership  interests  listed on
Schedule A attached hereto and made a part hereof, and all rights and privileges
pertaining  thereto,  including,  without  limitation,  all  present  and future
securities,  shares,  capital stock and other ownership interests  receivable in
respect of, or in  exchange  for, or upon  conversion  of, any such  securities,
shares,  capital  stock or  ownership  interests,  all  rights  under  operating
agreements,   member  agreements,   shareholder  agreements  and  other  similar
agreements relating to all securities, shares, capital stock and other ownership
interests,  all rights to subscribe  for  securities,  shares,  capital stock or
other  ownership  interests  incident  to or  arising  from  ownership  of  such
securities,  shares,  capital  stock or other  ownership  interests,  all  cash,
interest,  stock and other  dividends or  distributions  paid or payable on such
securities,  shares,  capital stock or other ownership interests,  and all books
and records  (whether paper,  electronic or any other medium)  pertaining to the
foregoing,  including,  without  limitation,  all stock or membership record and


<PAGE>


transfer books, and (ii) whatever is received when any of the foregoing is sold,
exchanged, replaced or otherwise disposed of, including all proceeds thereof, as
such term is defined in the Code.

         2.   Grant of Security Interests.

              (a) To secure the payment and  performance of all  obligations and
of all  indebtedness  of  Pledgor  under the Note  (collectively,  the  "Secured
Obligations"),  Pledgor  hereby  grants to the  Secured  Party a first  priority
security  interest  in and hereby  pledges  to the  Secured  Party,  all of such
Pledgor's  now  existing  and  hereafter  acquired or arising  right,  title and
interest  in, to and under  the  Pledged  Collateral  whether  now or  hereafter
existing and wherever located.

              (b) Upon the  execution  and delivery of this  Agreement,  Pledgor
shall  deliver  to  and  deposit  with  the  Collateral  Agent  in  pledge,  all
certificates and other  instruments  evidencing the Pledged  Collateral owned by
Pledgor,  together  with undated  stock powers  signed in blank by Pledgor.  The
stock powers  delivered by Pledgor  hereunder shall be utilized by Secured Party
only after a default under the Note.

         3.   Further Assurances.

              Prior to or concurrently with the execution of this Agreement, and
thereafter  at any time and from time to time  upon  reasonable  request  of the
Secured  Party,  Pledgor  shall  execute and  deliver to the  Secured  Party all
financing   statements,    continuation   financing   statements,   assignments,
certificates and documents of title, affidavits,  reports, notices, schedules of
account, letters of authority, further pledges, powers of attorney and all other
documents  (collectively,  the "Security Documents") which the Secured Party may
reasonably  request,  in form reasonably  satisfactory to the Secured Party, and
take such other  action  which the  Secured  Party may  reasonably  request,  to
perfect and continue  perfected  and to create and  maintain the first  priority
status of the Secured Party's security interest in the Pledged Collateral and to
fully consummate the  transactions  contemplated  under this Agreement.  Pledgor
hereby  irrevocably  makes,  constitutes  and  appoints  the  Secured  Party  as
Pledgor's  true and lawful  attorney with power to sign the name of such Pledgor
on all or any of the  documents  which  the  Secured  Party  determines  must be
executed,  filed, recorded or sent in order to perfect or continue perfected the
Secured Party' security interest in the Pledged  Collateral in any jurisdiction.
Such power,  being  coupled with an interest,  is  irrevocable  until all of the
Secured Obligations have been indefeasibly in full paid and the Instruments have
terminated.

         4.   Representations and Warranties.

              Pledgor  hereby  represents  and warrants to the Secured  Party as
follows:

              (a)  Pledgor  has and will  continue  to have (or,  in the case of
after-acquired  Pledged Collateral,  at the time such Pledgor acquires rights in
such  Pledged  Collateral,  will have and will  continue to have),  title to the
Pledged Collateral, free and clear of all liens.


                                      -2-
<PAGE>


              (b) The capital  stock  shares,  securities,  and other  ownership
interests  constituting  the Pledged  Collateral  have been duly  authorized and
validly  issued to Pledgor (as set forth on  Schedule A hereto),  are fully paid
and nonassessable.

              (c) The  security  interests  in the  Pledged  Collateral  granted
hereunder are valid, perfected and of first priority,  subject to the lien of no
other Person.

              (d) There are no  restrictions  upon the  transfer  of the Pledged
Collateral  and Pledgor has the power and  authority  and right to transfer  the
Pledged  Collateral  owned  by  Pledgor  free of any  encumbrances  and  without
obtaining the consent of any other Person.

              (e)  Pledgor  has all  necessary  power to  execute,  deliver  and
perform this Agreement.

              (f) There are no actions,  suits,  or  proceedings  pending or, to
Pledgor's  best  knowledge  after due inquiry,  threatened  against or affecting
Pledgor with respect to the Pledged Collateral, at law or in equity or before or
by any governmental authority, and Pledgor is not in default with respect to any
judgment,  writ,  injunction,  decree,  rule or regulation which could adversely
affect Pledgor's performance hereunder.

              (g) This  Agreement  has been  duly  executed  and  delivered  and
constitutes the valid and legally binding obligation of Pledgor,  enforceable in
accordance  with its terms,  except to the extent  that  enforceability  of this
Agreement may be limited by applicable bankruptcy,  insolvency,  reorganization,
moratorium or other  similar laws  affecting  the  enforceability  of creditors'
rights generally or limiting the right of specific performance.

              (h)  Neither  the  execution  and  delivery  by  Pledgor  of  this
Agreement, nor the compliance with the terms and provisions hereof, will violate
any  provision  of any law or conflict  with or result in a breach of any of the
terms, conditions or provisions of any judgment,  order,  injunction,  decree or
ruling  of any  governmental  authority  to  which  Pledgor  is  subject  or any
provision of any agreement,  understanding  or arrangement to which Pledgor is a
party or by which Pledgor is bound.

              (i) Pledgor's  chief  executive  office address is as set forth on
the signature page hereto.

              (j) All rights of Pledgor in connection  with its ownership of the
Shares are  evidenced  and  governed  solely by the  certificates,  articles  of
incorporation,   bylaws  and  other  organizational  documents  of  BPK  and  no
shareholder   or  other  similar   agreements  are  applicable  to  the  Pledged
Collateral.

         5.  General Covenants.

              Pledgor hereby covenants and agrees as follows:

              (a) Pledgor shall do all reasonable acts that may be necessary and
appropriate to maintain,  preserve and protect the Pledged  Collateral;  Pledgor
shall be  responsible  for the risk of loss of, damage to, or destruction of the


                                      -3-
<PAGE>


Pledged Collateral owned by Pledgor, unless such loss is the result of the gross
negligence or willful misconduct of any Secured Party.  Pledgor shall notify the
Secured  Party in writing  ten (10) days  prior to any change in such  Pledgor's
chief executive office address.

              (b) Pledgor shall appear in and defend any action or proceeding of
which Pledgor is aware which could  reasonably  be expected to affect  Pledgor's
title to, or the Secured  Party's  interest  in, the Pledged  Collateral  or the
proceeds thereof; provided, however, that with the consent of the Secured Party,
Pledgor  may settle  such  actions or  proceedings  with  respect to the Pledged
Collateral, which consent shall not be unreasonably withheld or delayed.

              (c) Pledgor shall, and shall cause BPK to, keep separate, accurate
and complete records of the Pledged  Collateral,  disclosing the Secured Party's
security interest hereunder.

              (d) Pledgor  shall comply with all laws  applicable to the Pledged
Collateral unless any  noncompliance  would not individually or in the aggregate
materially  impair the use or value of the  Pledged  Collateral  or the  Secured
Party's rights hereunder.

              (e) Pledgor shall pay any and all taxes,  duties,  fees or imposts
of any  nature  imposed  by any  governmental  authority  on any of the  Pledged
Collateral,  except  to the  extent  contested  in  good  faith  by  appropriate
proceedings.

              (f) To the extent,  following  the date hereof,  Pledgor  acquires
securities,  shares, capital stock or other ownership interests described in the
definition of Pledged Collateral, such stock, in respect of, in exchange for, or
upon the conversion of, the Pledged Collateral, such securities, shares, capital
stock or ownership interests shall be subject to the terms hereof and, upon such
acquisition,  shall be deemed to be hereby  pledged to the Secured  Party;  and,
Pledgor thereupon shall deliver all such securities,  shares, capital stock, and
other ownership  interests  together with an updated  Schedule A hereto,  to the
Collateral Agent.

              (g) Except as set forth in  Section 16 hereof,  during the term of
this Agreement,  Pledgor shall not sell, assign,  replace,  retire,  transfer or
otherwise dispose of its Pledged Collateral.

         6.   Other Rights With Respect to Pledged Collateral.

              (a) In  addition to the other  rights with  respect to the Pledged
Collateral granted to the Secured Party hereunder,  at any time and from time to
time,  after and during the  continuation  of any  default  under the Note,  the
Secured Party, at its option and at the expense of the Pledgor, may (a) transfer
into the name of the Secured  Party or into the name of its nominee,  all or any
part of the Pledged Collateral,  thereafter  receiving all dividends,  income or
other distributions upon the Pledged Collateral;  (b) take control of and manage
all or any of the  Pledged  Collateral;  (c) apply to the  payment of any of the
Secured  Obligations,  whether  any be due  and  payable  or  not,  any  moneys,
including cash dividends,  distributions and income from any Pledged Collateral,
now or hereafter  in the hands of the Secured  Party,  on deposit or  otherwise,


                                      -4-
<PAGE>


belonging  to  Pledgor,  as the  Secured  Party  in its  sole  discretion  shall
determine;  and (d) do  anything  which  Pledgor  is  required  but  fails to do
hereunder.

              (b) In the event that upon the occurrence of any default under the
Note and while such default  shall be  continuing  the Secured  Party desires to
exercise any of its rights or remedies  under this  Agreement,  it shall deliver
written notice (a "Default  Notice") to the Collateral Agent and to the Pledgor,
which notice shall be dated and state that a default under the Note has occurred
and is  continuing,  that it  desires  to  exercise  certain  of its  rights and
remedies  hereunder  and direct the  Collateral  Agent to  deliver  the  Pledged
Collateral  to the Secured  Party.  Unless the  Collateral  Agent is notified in
writing by the Pledgor  within five (5) days from the date of the Default Notice
that the Pledgor  disputes  the  Secured  Party's  right to exercise  any of its
rights or remedies  hereunder,  the Collateral  Agent shall promptly deliver the
Pledged  Collateral to the Secured Party. If the Collateral Agent is notified in
writing by the Pledgor  within five (5) days from the date of the Default Notice
that the  Pledgor  in good  faith  contests  the right of the  Secured  Party to
exercise  its  rights  or  remedies  hereunder,  then,  and in that  event,  the
Collateral  Agent  shall be  permitted  to  submit  the  issues  in  dispute  to
arbitration in accordance with the provisions of Section 18 of this Agreement.

         7.   Additional Remedies Upon Event of Default.

              Upon the  occurrence  of any default under the Note and while such
default  shall be  continuing,  the Secured Party shall have, in addition to all
rights and remedies of a secured party under the Code or other  applicable  law,
and in  addition  to its rights  under  Section 6 above and under the Note,  the
following rights and remedies:

              (a) The Secured Party may,  after ten (10) days' advance notice to
the Pledgor,  sell,  assign,  give an option or options to purchase or otherwise
dispose of the Pledged Collateral or any part thereof at public or private sale,
at the Secured Party's  offices or elsewhere,  for cash, on credit or for future
delivery,  and upon such other terms as the Secured Party may deem  commercially
reasonable.  Pledgor  agrees that ten (10) days' advance  notice of the time and
place of any public sale or the time after which any private  sale is to be made
shall  constitute  reasonable  notification.  The  Secured  Party  shall  not be
obligated to make any sale of Pledged  Collateral  regardless  of notice of sale
having been given. The Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.  Pledgor recognizes that the Secured Party may be compelled to resort
to one or more private sales of the Pledged  Collateral to a restricted group of
purchasers  who will be obliged to agree,  among other  things,  to acquire such
securities,  shares,  capital stock or ownership interests for their own account
for investment and not with a view to the distribution or resale thereof.

              (b) The proceeds of any collection,  sale or other  disposition of
the Pledged Collateral,  or any part thereof, shall, after the Secured Party has
made all deductions of expenses,  including but not limited to,  attorneys' fees
and other expenses incurred in connection with repossession, collection, sale or
disposition of such Pledged  Collateral or in connection with the enforcement of
the Secured Party's rights with respect to the Pledged Collateral,  including in


                                      -5-
<PAGE>


any insolvency, bankruptcy or reorganization proceedings, be applied against the
Secured  Obligations,  whether or not all the same be then due and  payable,  as
follows:

                   (i) first,  to the Secured  Obligations  and to reimburse the
Secured Party for out-of-pocket  costs,  expenses and  disbursements,  including
without limitation  reasonable  attorneys' fees and legal expenses,  incurred by
the  Secured  Party in  connection  with  realizing  on the  Pledged  Collateral
including expense incurred by the Secured Party for the reasonable  maintenance,
preservation,  protection or enforcement  of, or  realization  upon, the Pledged
Collateral,  including without limitation advances for taxes, insurance, and the
like,  and  reasonable  expenses  incurred to sell or  otherwise  realize on, or
prepare for sale of or other realization on, any of the Pledged  Collateral,  in
such order as the Secured  Party may determine in its  discretion;  and (ii) the
balance, if any, as required by law.

         8.   Secured Party's Duties.

              (a) The powers conferred on the Secured Party hereunder are solely
to protect  their  interest in the Pledged  Collateral  and shall not impose any
duty upon it to exercise  any such  powers.  Except for the safe  custody of any
Pledged  Collateral in its possession  and the  accounting  for moneys  actually
received by it hereunder, the Secured Party shall have no duty as to any Pledged
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Pledged Collateral.

         9.   Collateral Agent's Duties.

              (a) The Collateral  Agent shall act hereunder as depository  only,
and it shall  not be  responsible  or  liable  in any  manner  whatever  for any
determinations regarding the disposition of the Pledged Collateral. It is agreed
that the  duties  and  obligations  of the  Collateral  Agent are  those  herein
specifically provided and no other. Except as otherwise specifically provided in
this Agreement,  the Collateral  Agent shall not have any liability  under,  nor
duty to inquire into,  the terms and  provisions of any agreement or instrument,
other than this Agreement. The duties of the Collateral Agent are ministerial in
nature, and the Collateral Agent shall not incur any liability  whatsoever other
than for its own willful misconduct.

              (b) The  Collateral  Agent  shall  not  incur  any  liability  for
following  the  instructions  herein  contained  or expressly  provided  for, or
written instructions given by the parties hereto. The Collateral Agent shall not
have any responsibility for the genuineness or validity of any document or other
material  presented to or deposited  with it nor shall it have any liability for
any  action  taken,   suffered  or  omitted  in  accordance   with  any  written
instructions  or  certificates  given to it hereunder and believed by it in good
faith to be what it  purports  to be and to be  signed  by the  proper  party or
parties, nor for retaining the Pledged Collateral in the absence of instructions
to the contrary.

              (c) The  Collateral  Agent  shall not be  liable  for any error of
judgment,  or for any act done or step taken or omitted by it in good faith,  or
for any mistake of fact or law, or for anything  which it may do or refrain from
doing in connection with this Agreement, except its own willful misconduct.


                                      -6-
<PAGE>


              (d) The  Collateral  Agent may consult with, and obtain the advice
of, legal  counsel  selected by it in the event of any question as to any of the
provisions hereof or its duties hereunder,  and the Collateral Agent shall incur
no liability  and shall be fully  protected  for any action  taken,  suffered or
omitted by it in good faith in accordance with the advice of such counsel.

              (e) In the event that The  Collateral  Agent shall be uncertain as
to its duties or rights hereunder or shall have received instructions, claims or
demands from any party hereto which,  in its reasonable  opinion,  conflict with
any of the provisions of this Agreement or with instructions,  claims or demands
of any other party hereto,  The  Collateral  Agent shall refrain from taking any
action and its sole  obligation  shall be to keep safely all Pledged  Collateral
until it shall be directed  otherwise in writing by all of the parties hereto or
by a final  order  or  judgment  of an  arbitration  panel,  or an  award  of an
arbitrator  pursuant to an arbitration  conducted pursuant to Section 18 of this
Agreement.

              (f) The Collateral  Agent shall not be required to institute legal
proceedings  of any kind and shall not be  required  to  initiate  or defend any
legal proceedings  which may be instituted  against it in respect of the subject
matter of this Agreement,  provided that The Collateral Agent shall at all times
take  such  action  as is  reasonably  necessary  to  keep  safely  all  Pledged
Collateral.  If The  Collateral  Agent does elect to so act or is required to so
act in order to keep safely all Pledged Collateral, the Collateral Agent will do
so only to the extent  that it is  indemnified  to its  reasonable  satisfaction
against the cost and expense of such defense or initiation.

              (g) Collateral Agent (and any successor  Collateral  Agent) may at
any time resign as such by  delivering  the Pledged  Collateral to any successor
Collateral Agent jointly  designated by the other parties hereto in writing,  or
to any court of  competent  jurisdiction,  whereupon  Collateral  Agent shall be
discharged  of and from any and all further  obligations  arising in  connection
with this Agreement. The resignation of Collateral Agent will take effect on the
earlier of (i) the  appointment  of a successor  (including a court of competent
jurisdiction) or (ii) the day which is 30 days after the date of delivery of its
written  notice of  resignation  to the  other  parties  hereto.  If at the time
identified  in  subsection  (ii)  above,  Collateral  Agent has not  received  a
designation  of  a  successor   Collateral   Agent,   Collateral   Agent's  sole
responsibility  after  that time shall be to retain and  safeguard  the  Pledged
Collateral  until receipt of a designation  of successor  Collateral  Agent or a
joint written  disposition  instruction  by the other parties  hereto or a final
order or  judgment  of an  arbitration  panel  pursuant  to  Section  18 of this
Agreement.

              (h) In the event of any  disagreement  between  the other  parties
hereto  resulting in adverse claims or demands being made in connection with the
Pledged  Collateral or in the event that Collateral Agent is in doubt as to what
action it should take  hereunder,  Collateral  Agent shall be entitled to retain
the Pledged  Collateral  until  Collateral Agent shall have received (i) a final
order or  judgment  of an  arbitration  panel  pursuant  to  Section  18 of this
Agreement  directing  delivery  of the  Pledged  Collateral  or  (ii) a  written
agreement executed by the other parties hereto directing delivery of the Pledged
Collateral,   in  which  event  Collateral  Agent  shall  disburse  the  Pledged
Collateral in accordance  with such order or agreement.  Collateral  Agent shall
act on such court order without further question.


                                      -7-
<PAGE>


              (i) The  Collateral  Agent has acted as legal counsel for BPK, and
may continue to act as legal counsel for BPK, from time to time, notwithstanding
its duties as the Collateral  Agent  hereunder.  Each of the Pledgor and Secured
Party consents to the Collateral  Agent acting in such capacity as legal counsel
for BPK and waives any claim that such  representation  represents a conflict of
interest on the part of the Collateral  Agent. Each of Pledgor and Secured Party
understands  that  Collateral  Agent  is  relying  explicitly  on the  foregoing
provision in entering into this Agreement.

         10.  No Waiver; Cumulative Remedies.

              No failure to exercise, and no delay in exercising, on the part of
any Secured Party,  any right,  power or privilege  hereunder shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any further exercise thereof or the exercise of any
other right, power or privilege. The remedies herein provided are cumulative and
not exclusive of any remedies  provided under the Note or by law. Pledgor waives
any right to require the Secured Party to proceed against any other person or to
exhaust  any of the  Pledged  Collateral  or  other  security  for  the  Secured
Obligations or to pursue any remedy in the Secured Party's power.

         11.  Assignment.

              All rights and  obligations  of the parties  under this  Agreement
shall inure to the benefit of their respective successors and assigns.

         12.  Severability.


              Any  provision  of this  Agreement  which shall be held invalid or
unenforceable shall be ineffective without invalidating the remaining provisions
hereof.

         13.  Governing Law.


              This Agreement  shall be construed in accordance with and governed
by the internal laws of the  Commonwealth of Pennsylvania  without regard to its
conflicts of law principles,  except to the extent the validity or perfection of
the  security  interests  or the  remedies  hereunder  in respect of any Pledged
Collateral are governed by the law of a jurisdiction other than the Commonwealth
of Pennsylvania.

         14.  Notices.


              All   notices,   requests,    demands,    directions   and   other
communications (collectively,  "notices") given to or made upon any party hereto
under the provisions of this Agreement shall be in writing  (including  telex or
facsimile  communication)  and shall be hand  delivered,  sent via a  recognized
overnight courier or sent by telex or facsimile to the respective parties at the
addresses  and numbers set forth in the  signature  page hereto or in accordance
with any subsequent  unrevoked  written  direction from any party to the others.
All notices shall, except as otherwise  expressly herein provided,  be effective
in the  case of  telex  or  facsimile,  when  received,  or in the  case of hand


                                      -8-
<PAGE>


delivered notice, when hand delivered or, in case of overnight couriered notice,
the business day after deposit with such courier.

         15.  Specific Performance.


              The parties  acknowledge  and agree that, in addition to the other
rights of the parties  hereunder and under the Note,  because a party's remedies
at law for failure of any other party to comply with the provisions hereof would
be inadequate  and that any such failure would not be adequately  compensable in
damages,  the parties agree that each the provisions  hereof may be specifically
enforced.

         16.  Voting Rights in Respect of the Pledged Collateral;  Conversion of
              Shares.

              (a) So long as no default shall occur and be continuing  under the
Note,  Pledgor may exercise any and all voting rights  pertaining to the Pledged
Collateral.

              (b) So long as no default shall occur and be continuing  under the
Note,  Pledgor  may  exercise  any  and all  rights  pertaining  to the  Pledged
Collateral including,  but not limited to, any and all conversion rights. In the
event that  Pledgor  desires to  exercise  any of its rights  pertaining  to the
Pledged Collateral,  it shall provide written notice (a "Conversion  Notice") to
the Collateral Agent and the Secured Party which notice shall be dated and shall
state that a default under the Note has not occurred and is not continuing, that
it  desires  to  exercise  certain of its  rights  with  respect to the  Pledged
Collateral,  describe  in detail the rights it desires to  exercise  and include
irrevocable  instructions  to the  Collateral  Agent and BPK to  effectuate  the
exercise  of such  rights  together  with all stock  powers  or other  documents
required  in order to  exercise  such  rights.  Unless the  Collateral  Agent is
notified  in writing by the  Pledgor  within  five (5) days from the date of the
Conversion  Notice that the Secured Party disputes  Pledgor's  right to exercise
its rights with respect to the Pledged  Collateral  identified in the Conversion
Notice,  the Collateral Agent shall promptly  deliver the Conversion  Notice and
Pledged  Collateral  to BPK and  direct  BPK to effect  such  conversion  or the
exercise of the rights set forth in the Conversion  Notice and thereafter return
to  the  Collateral  Agent  all  certificates  evidencing  the  Shares  and  all
certificates  evidencing  any  additional  shares of capital  stock  issued upon
conversion  or  exchange  of such  Shares,  all of which  shall be  deemed to be
"Pledged Collateral"  hereunder.  If the Collateral Agent is notified in writing
by the secured party within five (5) days from the date of the Conversion Notice
that the  Secured  party in good  faith  contests  the right of the  Pledgor  to
exercise its rights with  respect to the Pledged  Collateral  identified  in the
Conversion  Notice,  then,  and in that  event,  the  Collateral  Agent shall be
permitted to submit the issues in dispute to arbitration in accordance  with the
provisions of Section 18 of this Agreement.

         17.  Release of Pledged Collateral.

              Certificates  evidencing the Pledged  Collateral shall be released
and delivered to Pledgor as payments of principal due under the Note are made to
the  Secured  Party.  Upon the  payment of any  principal  due under the Note to
Secured Party,  Pledgor shall provide written notice (a "Payment Notice") to the
Collateral  Agent and the Secured  Party which  notice  shall be dated and shall


                                      -9-
<PAGE>


state that a payment of  principal  has been made under the Note,  set forth the
amount of such payment and direct the Collateral  Agent to deliver  certificates
to Pledgor  evidencing  the  "Released  Shares."  The  Released  Shares shall be
determined  by  multiplying  the total number of Shares  comprising  the Pledged
Collateral by a fraction,  the numerator of which is the amount of the principal
payment  set forth in the  Payment  Notice and the  denominator  of which is the
total  amount of  principal  due under the Note  (without  giving  effect to the
payment set forth in the Payment Notice);  provided  however,  in the event that
the Pledged  Collateral  includes other securities,  there shall be added to the
forgoing  number  of  shares  an  additional  number  of  shares  determined  by
multiplying  the total  number  of such  other  shares  comprising  the  Pledged
Collateral by a fraction,  the numerator of which is the amount of the principal
payment  set forth in the  Payment  Notice and the  denominator  of which is the
total  amount of  principal  due under the Note  (without  giving  effect to the
payment  set  forth in the  Payment  Notice).  Unless  the  Collateral  Agent is
notified in writing by the Secured  Party within three (3) days from the date of
the Payment Notice that the payment of principal set forth in the Payment Notice
has not been received by the Secured Party,  the Collateral Agent shall promptly
deliver or cause BPK to deliver  certificates  evidencing the Released Shares to
Pledgor which shares shall no longer be Pledged  Collateral.  If the  Collateral
Agent is notified in writing by the Pledgor  within three (3) days from the date
of the Payment  Notice that the  payment of  principal  set forth in the Payment
Notice has not been received by the Secured Party,  then, and in that event, the
Collateral  Agent  shall be  permitted  to  submit  the  issues  in  dispute  to
arbitration in accordance with the provisions of Section 18 of this Agreement.

         18.  Arbitration.

              If a dispute arises as to the interpretation of this Agreement, it
shall be decided in an  arbitration  proceeding  conforming  to the Rules of the
American Arbitration  Association  applicable to commercial  arbitration then in
effect at the time of the  dispute.  The  arbitration  shall  take  place in the
Commonwealth  of  Pennsylvania.   The  decision  of  the  Arbitrators  shall  be
conclusively  binding  upon the parties and final,  and such  decision  shall be
enforceable  as a judgment in any court of competent  jurisdiction.  The parties
shall share equally the costs of the arbitration.

         19.  Entire Agreement; Amendments.


              This  Agreement  constitutes  the  entire  agreement  between  the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
agreements  relating to a grant of a security interest in the Pledged Collateral
by  Pledgor.  This  Agreement  may not be  amended or  supplemented  except by a
writing signed by the Secured Party, the Pledgor and Collateral Agent.

         20.  Counterparts.

              This Agreement may be executed in any number of  counterparts  and
delivered  via   facsimile,   and  by  different   parties  hereto  in  separate
counterparts, each of which when so executed shall be deemed an original and all
of which taken together shall constitute but one and the same agreement.


                                      -10-
<PAGE>


         21.  Descriptive Headings.

              The descriptive  headings which are used in this Agreement are for
the  convenience  of the  parties  only and shall not affect the  meaning of any
provision of this Agreement.



                            SIGNATURE PAGE 1 OF 1 TO
                             STOCK PLEDGE AGREEMENT


              IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have caused this Agreement to be duly executed as of the date first above
written.

                                    BP INVESTMENTS GROUP, LLC



                                    By: /s/ Ernest A. Barlett
                                        ----------------------------------------
                                    Name: Ernest A. Barlett
                                    Title: President
                                    Address: One Belmont Avenue
                                             Bala Cynwyd, PA 19004


                                    OCEAN RESOURCES CAPITAL HOLDINGS PLC



                                    By: /s/ David Hutchins
                                        ----------------------------------------
                                    Name: David Hutchins
                                    Title: Director
                                    Address:  Ocean House
                                              10-12 Little Trinity
                                              London, EC4V 2AR United Kingdom

                                    SPECTOR GADON & ROSEN, PC


                                    By: /s/ Steven E. Gadon
                                        ----------------------------------------
                                    Name:  Steven E. Gadon
                                    Address:  1635 Market Street, 7th Floor
                                              Philadelphia, PA 19103


<PAGE>


                                   SCHEDULE A
                                       TO
                             STOCK PLEDGE AGREEMENT


                        DESCRIPTION OF PLEDGED COLLATERAL


        Pledgor                                    Pledged Shares
        -------                                    --------------
BP Investments Group, LLC      5,538,461  shares  of  Series A 10%  Convertible
                               Preferred  Stock,  $.001 par value per share, of
                               BPK Resources, Inc., a Nevada corporation, which
                               number of shares  shall be reduced as  principal
                               payments  are made under the Note in  accordance
                               with Section 17 of this Stock Pledge Agreement.

                               BPK Resources, Inc.
                               5858 Westheimer Street
                               Suite 709
                               Houston, TX 77057

</TEXT>
</DOCUMENT>
