Exhibit 10.4

                               SECURITY AGREEMENT

      SECURITY  AGREEMENT  dated  as of  December  26,  2005,  made by  Graphite
Technology Group, Inc., a Delaware corporation (the "Pledgor"),  in favor of BPK
Resources, Inc., a Nevada corporation (the "Secured Creditor").

      WHEREAS,  the Secured  Creditor  has agreed to make a loan (the "Loan") to
the Pledgor in the aggregate  principal  amount of Seven Hundred Fifty  Thousand
Dollars  ($750,000.00),  which is evidenced by a Promissory Note, dated the date
hereof,  by Pledgor to the order of the Secured Creditor in the principal amount
of the Loan (the "Note"); and

      WHEREAS,  it is  condition  precedent  to the  making  of the  Loan by the
Secured  Creditor  that the Pledgor  shall have  executed  and  delivered to the
Secured  Creditor a pledge and security  agreement  providing for the pledge and
grant to the Secured Creditor of a security  interest in the Pledgor's  interest
in substantially all of its assets.

      NOW, THEREFORE, in consideration of the premises and the agreements herein
and in order to induce the Secured Creditor to make the Loan, the Pledgor hereby
agrees with the Secured Creditor as follows:

      SECTION 1. Pledge and Grant of Security Interest.  As collateral  security
for all of the Obligations (as defined in Section 3 hereof),  the Pledgor hereby
pledges,  assigns  and  grants to the  Secured  Creditor,  effective  as of: (i)
January 21, 2006 if a merger  agreement  shall have not been  executed  with the
Secured Creditor as of such date, or (ii) March 31, 2006 if the merger agreement
with Secured Creditor shall have been executed by January 21, and shall not have
been effected by March 31, 2006, a continuing security interest in, general lien
upon,  and right to set off against the Pledgor's  right,  title and interest in
its  machinery  and equipment  located in its graphite  processing  plant at 106
Lakeside Avenue,  Delano,  Pennsylvania 18220,  including its ACM Milling System
(the "Machinery and Equipment"), and to all of its other assets including all of
its Accounts,  Goods,  Inventory,  General Intangibles,  Intellectual  Property,
Products and Proceeds, as those terms are defined in the Uniform Commercial Code
for the  Commonwealth  of Pennsylvania  (the "Pledged  Collateral") .

      SECTION 2. Security for Obligations.  The security interest created hereby
in the Pledged Collateral  constitutes continuing collateral security for all of
the  following  obligations,  whether now  existing or hereafter  incurred  (the
"Obligations"):

            (a) the prompt payment by the Pledgor,  as and when due and payable,
of all amounts owing by it in respect of the Loan and the Note; and

            (b) the due  performance and observance by the Pledgor of all of its
other obligations from time to time existing under this Agreement.

      SECTION 3. Covenants as to the Pledged  Collateral.  So long as any of the
Obligations  shall  remain  outstanding,  the Pledgor  will,  unless the Secured
Creditor  shall  otherwise  consent  in  writing,  which  consent  shall  not be
unreasonably withheld:

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            (a) keep adequate  records  concerning  the Pledged  Collateral  and
permit the  Secured  Creditor  or any agents or  representatives  thereof at any
reasonable  time  and  from  time to time to  examine  and  make  copies  of and
abstracts from such records;

            (b) at any time and from time to time,  promptly execute and deliver
all further  instruments  and documents and take all further  action that may be
necessary or desirable or that the Secured  Creditor may request in order to (i)
perfect  and protect  the  security  interest  created  hereby;  (ii) enable the
Secured  Creditor to exercise and enforce its rights and  remedies  hereunder in
respect of the Pledged  Collateral;  or (iii)  otherwise  effect the purposes of
this  Agreement;  and (iv)  Secured  Creditor is  authorized  to file  financing
statements relating to the Pledged Collateral without Pledgor's signature.; and

            (c) not  create or suffer to exist  any  additional  lien,  security
interest  or other  charge or  encumbrance  upon or with  respect to any Pledged
Collateral  except for the security  interest  created  hereby,  the  previously
existing  liens  on  the  Pledged  Collateral  and  the  contemplated   $625,000
Commonwealth of Pennsylvania DCED financing.

SECTION 4. Ownership. Pledgor owns the Pledged Collateral. Except as set forth
in Schedule 4, the Pledged Collateral is free and clear of all liens, security
interests and claims except, and Pledgor will keep the Collateral free and clear
from all liens, security interests and claims, other than as contemplated by
Section 3(c) above or those granted to or approved by Secured Creditor

      SECTION 5. Additional Provisions Concerning the Pledged Collateral.

            (a) The Pledgor  hereby  authorizes  the  Secured  Creditor to file,
without  the  signature  of the  Pledgor  where  permitted  by law,  one or more
financing or continuation  statements,  and amendments thereto,  relating to the
Pledged Collateral.

            (b) The Pledgor hereby irrevocably appoints the Secured Creditor the
Pledgor's attorney-in-fact and proxy, with full authority in the place and stead
of the Pledgor and in the name of the Pledgor or otherwise, from time to time in
the  Secured  Creditor's  discretion,  to take any  action  and to  execute  any
instrument  which the  Secured  Creditor  may deem  necessary  or  advisable  to
accomplish the purpose of this Agreement.

            (c) The Pledgor  represents  and warrants to Secured  Creditor that:
(i) it has duly  obtained  all  authorizations,  consents,  rulings,  approvals,
licenses, franchises, permits and certificates by or of all third parties to any
existing  agreements or instruments by which Pledgor or any of the properties or
assets of  Pledgor is or may be bound,  which are  required  for the  execution,
delivery  and  performance  of the  Note,  this  Security  Agreement,  or Option
Agreement,  and the  consummation  of the  transactions  contemplated  hereby or
thereby,  as  applicable,   and  of  or  by  all  governmental  authorities  and
non-governmental  administrative or regulatory agencies having jurisdiction over
Pledgor,  its assets or properties,  the Note, this Security Agreement or Option
Agreement,  the  Pledged  Collateral  (as that  term is  defined  in the  Pledge
Agreement),  which are required for the execution,  delivery and  performance of
the Note, this Security  Agreement or Option  Agreement and the  consummation of
the transactions contemplated hereby or thereby, as applicable; and (ii) neither
the  execution  and  delivery of the Note,  this  Security  Agreement  or Option
Agreement by Graphite nor the performance by Graphite of its obligations

<PAGE>

hereunder  or  thereunder  as  applicable,  will:  (A) conflict  with  Pledgor's
certificate of incorporation or bylaws; (B) violate any statute, law, ordinance,
rule or regulation,  applicable to Pledgor or any of the properties or assets of
Pledgor; or (C) violate, breach, be in conflict with or constitute a default (or
an event  which,  with  notice  or lapse of time or  both,  would  constitute  a
default)  under, or permit the termination of any provision of, or result in the
termination of, the  acceleration of the maturity of, or the acceleration of the
performance  of  any  obligation  of  Pledgor,  or  result  in the  creation  or
imposition of any lien upon any properties, assets or business of Pledgor under,
any contract or any order,  judgment or decree to which Pledgor is a party or by
which it or any of its assets or  properties  is bound or  encumbered.  Remedies
Upon Default.  If any Event of Default under the Note shall have occurred and be
continuing:

            (d) The  Secured  Creditor  may,  exercise in respect of the Pledged
Collateral,  in addition to other  rights and  remedies  provided  for herein or
otherwise  available to them,  all of the rights and remedies of a secured party
on default as provided under the law of the  Commonwealth of  Pennsylvania,  and
without  limiting the  generality of the foregoing and without  notice except as
specified  below,  and subject to the  previously  existing liens on the pledged
collateral,  sell the  Pledged  Collateral  or any part  thereof  in one or more
parcels  at public or  private  sale at such  price or prices  and on such other
terms as the Secured  Creditor  may deem  commercially  reasonable.  The Pledgor
agrees that,  to the extent notice of sale shall be required by law, at least 10
days' notice to the Pledgor 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  Creditor  shall not be obligated to make any sale of
Pledged  Collateral  regardless of notice of sale having been given. The Secured
Creditor  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.

            (e) All cash proceeds received by the Secured Creditor in respect of
any sale of,  collection from, or other realization upon, all or any part of the
Pledged  Collateral may, in the discretion of the Secured  Creditor,  be held by
the Secured  Creditor as collateral  for,  and/or then or at any time thereafter
applied in whole or in part by the Secured Creditor against,  all or any part of
the  Obligations  pro rata as to the principal  amount of the Loan and the Note.
Any  surplus of such cash or cash  proceeds  held by the  Secured  Creditor  and
remaining after payment in full of all of the Obligations  shall be paid over to
the  Pledgor or to such  person as may be  lawfully  entitled  to  receive  such
surplus.

            (f) In the event that the proceeds of any such sale,  collection  or
realization are insufficient to pay all amounts to which the Secured Creditor is
legally  entitled,  the Pledgor shall remain liable for the  deficiency  and the
Secured Creditor shall retain all rights to collect on such Obligations provided
by applicable law.

      SECTION 6. Notices, Etc. All notices and other communications provided for
hereunder shall be in writing and shall be mailed,  telegraphed or delivered, if
to the Pledgor, to it at 106 Lakeside Avenue, Delano, Pennsylvania 18220; and if
to the Secured Creditor, to it at 264 Union Boulevard, Totowa, New Jersey 07152;
or as to any of such  parties at such other  address as shall be  designated  by
such parties in a written  notice to the other  parties  hereto  complying as to
delivery  with  the  terms  of this  Section  7.  All  such  notices  and  other
communications  shall be effective (i) if mailed,  when  deposited in the mails,
(ii) if telegraphed, when received, or (iii) if delivered, upon delivery.

<PAGE>

      SECTION 7. Miscellaneous.

            (a) No  amendment  of any  provisions  of this  Agreement  shall  be
effective  unless it is in writing  and signed by the  Pledgor  and the  Secured
Creditor,  and no waiver of any provision of this  Agreement,  and no consent to
any  departure  by the Pledgor  therefrom,  shall be  effective  unless it is in
writing  and signed by the  Secured  Creditor,  and then such  waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose
for which given.

            (b) No failure on the part of the Secured Creditor to exercise,  and
no delay in exercising,  any right  hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right preclude any other or
further  exercise  thereof or the  exercise of any other  right.  The rights and
remedies of the  Secured  Creditor  provided  herein are  cumulative  and are in
addition to, and not exclusive of, any rights or remedies provided by law.

            (c)  Any  provision  of  this  Agreement   which  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such  prohibition or  unenforceability  with  invalidating  the
remaining portions hereof or thereof or affecting the validity or enforceability
of such provision on any other jurisdiction.

            (d) This Agreement  shall create a continuing  security  interest in
the Pledged  Collateral and shall: (i) remain in full force and effect until the
payment in full or release of the obligations and (ii) be binding on the Pledgor
and its assigns and shall  inure,  together  with all rights and remedies of the
Secured  Creditor  hereunder,  to the  benefit of the Secured  Creditor  and its
successors, transferees and assigns.

            (e)  Upon  the  satisfaction  in full of the  Obligations,  (i) this
Agreement  and the security  interest  created  hereby shall  terminate  and all
rights to the  Pledged  Collateral  shall  revert to the  Pledgor,  and (ii) the
Secured Creditor will, upon the Pledgor's request and at the Pledgor's  expense,
(A) return to the Pledgor such of the Pledged  Collateral as shall not have been
sold or  otherwise  disposed of or applied  pursuant to the terms hereof and (B)
execute  and  deliver  to  the  Pledgor  such  documents  as the  Pledgor  shall
reasonably request to evidence such termination.

            (f) This Agreement  shall be governed by and construed in accordance
with  the  law of the  Commonwealth  of  Pennsylvania,  except  as  required  by
mandatory  provisions  of law and except to the  extent  that the  validity  and
perfection or the perfection and the effect of perfection or  non-perfection  of
the security interest created hereby, or remedies  hereunder,  in respect of any
particular  Pledged  Collateral are governed by the law of a jurisdiction  other
than the Commonwealth of Pennsylvania.

      IN WITNESS  WHEREOF,  the Pledgor has caused this Agreement to be executed
and delivered as of the date first above written.

<PAGE>

                                        GRAPHITE TECHNOLOGY GROUP, INC.


                                        By: /s/ James E. Olive
                                          ---------------------
                                        Name:  James E. Olive
                                        Title:  President



                                        BPK RESOURCES, INC.


                                        By:  /s/ Christopher H. Giordano
                                           -----------------------------
                                        Name:  Christopher H. Giordano
                                        Title:  President