NOXSO CORP
PROMISSORY NOTE FOR $300,000
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex102form8k110104.txt
<DESCRIPTION>PROMISSORY NOTE FOR $300,000
<TEXT>
EXHIBIT 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.

                                 PROMISSORY NOTE

$300,000.00                                                     November 4, 2004

         FOR VALUE RECEIVED, the undersigned, NOXSO CORPORATION, a Virginia
corporation (the "Borrower"), promises to pay to ROCKY POINT PARTNERS, LLC (the
"Lender"), or order, the principal amount of THREE HUNDRED THOUSAND DOLLARS
($300,000.00) or such lesser aggregate unpaid principal amount of the loan made
by the Lender to the Borrower hereunder (the "Loan"), together with daily
interest from the date hereof, computed on the basis of a 365-day year, on the
aggregate principal amount of the Loan from time to time unpaid at the rate of
three percent (3%) per annum, beginning 120 days after the date of issuance, and
shall be due and payable in a single balloon payment on the one year anniversary
of the note and shall otherwise be in a form that is reasonable agreed to by the
parties.

         On the earlier of the One-Year anniversary of this Note or upon the
closing of the Two Million Dollar US ($2,000,000 USD) financing on the real
estate purchase of the 151 acres of real property in Dallas, Texas, the Borrower
will pay to the Lender for credit to the Loan an amount equal to the Loan then
due, together with all accrued and unpaid interest on the Loan.

         The Borrower may from time to time prepay all or any portion of the
Loan, without premium or penalty. Upon all prepayments of the Loan, the Borrower
shall pay to the Lender the principal amount to be prepaid together with unpaid
interest in respect thereof accrued to the date of prepayment.

         Any payment under this Note shall be made to the Lender in lawful money
of the United States of America on the date such payment is due at the office of
the Lender at ______________________ ___________ ____________or at such address
as the Lender may specify in writing to the Borrower.

         The parties hereto, including the Borrower and all guarantors and
endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, except as specifically otherwise provided herein, and
assent to extensions of time of payment, or forbearance or other indulgence,
without notice.

         Any reference in this Note to the Borrower shall be deemed to include
the successors and assigns of the Borrower; provided, however, that the Borrower
may not assign its obligations hereunder without the prior written consent of
the Lender. Any reference in this Note to the Lender shall be deemed to include
the successors and assigns of the Lender.

         Notwithstanding the place where this Note may be executed, the Borrower
expressly agrees that all the terms and provisions hereof shall be governed by
and construed in accordance with the laws (other than the conflict of laws
rules) of the State of Utah.

         IN WITNESS WHEREOF, the undersigned has executed this Note as of the
day and year first above written.

                                                       NOXSO CORPORATION

                                                       /s/ Richard J. Anderson
                                                       -------------------------
                                                       Title: President

</TEXT>
</DOCUMENT>
