Exhibit 10.3

AMOUNT:  $250,000                                    DATE:  January 18, 2006

      FOR VALUE RECEIVED,  BPK RESOURCES,  INC.  ("Borrower") hereby promises to
pay to the order of BAMCO GAS, LLC  ("Lender")  the principal sum of TWO HUNDRED
FIFTY THOUSAND ($250,000) DOLLARS. Payment in full, plus accrued interest of Ten
(10%) percent per annum 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, on or before March 31, 2006 (the "Maturity Date").

      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.

      Lender understands that Borrower will be using the proceeds of the loan to
fund   advances  to   Graphite   Technologies,   Inc,  a  Delaware   corporation
("Graphite").  In the event that  Borrower  and Graphite  terminate  discussions
regarding  a  possible  business  combination  at any time  prior to  Borrower's
repayment of all  principal  and interest due  hereunder and as a result of such
termination  Borrower  obtains any option or right to acquire an equity interest
in Graphite,  as an inducement to make the loan, Borrower shall assign to Lender
a pro rata  portion of such  option.  The pro rata  portion of the option  shall
equal the product of the total amount of equity  interest  subject to the option
and a fraction the numerator of which is the amount of this loan and denominator
of which is the total amount of advances made by Borrower to Graphite.

      Borrower  agrees that a default  shall occur  hereunder  in the event that
payment is not made on or prior to the Maturity Date 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.

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      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.

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

                               BPK RESOURCES, INC.
                               BY: /s/ Christopher H. Giordano
                                  ----------------------------
                                   NAME:  Christopher H. Giordano
                                   TITLE:  President