THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY
      STATE.  THE  SECURITIES  REPRESENTED  HEREBY  HAVE BEEN TAKEN BY THE
      REGISTERED  OWNER FOR  INVESTMENT,  AND  WITHOUT A VIEW TO RESALE OR
      DISTRIBUTION  THEREOF, AND MAY NOT BE SOLD,  TRANSFERRED OR DISPOSED
      OF WITHOUT AN OPINION  OF COUNSEL  SATISFACTORY  TO THE ISSUER  THAT
      SUCH TRANSFER OR DISPOSITION  DOES NOT VIOLATE THE SECURITIES ACT OF
      1933,  AS AMENDED,  THE RULES AND  REGULATIONS  THEREUNDER  OR OTHER
      APPLICABLE SECURITIES LAWS.

                               BPK RESOURCES, INC.

                                CONVERTIBLE NOTE


$_____________                                             Dated:  _______, 2006


      FOR VALUE  RECEIVED,  the  undersigned,  BPK  Resources,  Inc.  ("Maker"),
promises to pay to the order of  ___________________________,  a _______________
("Lender" or "Holder"),  in immediately  available funds at the office of Lender
at  _________________________________,  or at such other  location as the Lender
may  designate  in  writing  from  time  to  time,   the  principal   amount  of
$______________  together with  interest  from the date hereof  (computed on the
basis  of a year  of 360  days  of  twelve  30-day  months)  on the  outstanding
principal  balance,  to be fixed at a rate equal to 10% per annum in  accordance
with the following terms:

      1. Terms of Repayment.

            (a) The principal  amount of this  Convertible Note shall be due and
payable in full on the date (the  "Maturity  Date")  which is the earlier of (i)
the date of the  closing  of the  Maker's  acquisition  of all of the issued and
outstanding stock of Graphite  Technology Group, Inc.; or (ii) the date which is
one (1) year from the date of this  Convertible  Note,  at which time all unpaid
interest  which has  accrued  on this  Convertible  Note  shall  also be due and
payable.  The Maker shall have the right to prepay the principal  amount of this
Convertible  Note,  in whole or in part,  together  with any  accrued but unpaid
interest due on such  principal  amount,  at any time upon ten (10) days written
notice to Holder upon Holder's  delivery of this  Convertible  Note to the Maker
for full or partial cancellation.

            (b)  Interest  on  the   outstanding   principal   balance  of  this
Convertible Note shall accrue at the rate of 10% per annum.

<PAGE>

      2. Transferability.  This Convertible Note and any shares of common stock,
$.001 par value per share ("Common  Stock"),  of Maker issuable upon  conversion
hereof or in payment of any interest due  hereunder  may not be offered for sale
or sold, or otherwise  transferred in any transaction  which would  constitute a
sale thereof  within the meaning of the  Securities Act of 1933, as amended (the
"1933 Act"),  unless (i) such  security has been  registered  for sale under the
1933 Act and  registered or qualified  upon  applicable  state  securities  laws
relating  to the  offer  and sale of  securities;  or (ii)  exemptions  from the
registration  requirements of the 1933 Act and the registration or qualification
requirements of all such state securities laws are available and the Maker shall
have received an opinion of counsel that the proposed sale or other  disposition
of such securities may be effected without  registration  under the 1933 Act and
would not  result in any  violation  of any  applicable  state  securities  laws
relating to the  registration  or  qualification  of securities  for sale,  such
opinion and counsel to be satisfactory to counsel to Maker.

      3. Subordination.

            (a)  The   indebtedness   evidenced  by  this  Convertible  Note  is
subordinated to the prior payment when due of the principal of, premium, if any,
and interest on all "Senior  Indebtedness" (as defined in Section 3(b) below) of
Maker.  Therefore,  upon any  distribution  of its  assets in a  liquidation  or
dissolution of Maker, or in bankruptcy, reorganization, insolvency, receivership
or similar proceedings relating to Maker, Lender will not be entitled to receive
payment of the indebtedness evidenced by this Convertible Note until the holders
of Senior  Indebtedness  are paid in full.  Upon the  occurrence  of an event of
default with respect to any Senior Indebtedness, as such event of default may be
defined in such  instrument  evidencing the Senior  Indebtedness,  to the extent
such  event of  default  permits  the  holders of such  Senior  Indebtedness  to
accelerate the maturity thereof, then upon written notice thereof given to Maker
by any holder of such Senior  Indebtedness or their  representative,  no payment
shall be made by Maker in respect of this Convertible Note until Maker has cured
such  event  of  default  to the  satisfaction  of the  holders  of such  Senior
Indebtedness.

            (b)  "Senior  Indebtedness"  means:  (i)  all  direct  or  indirect,
contingent  or certain  indebtedness  of any type,  kind or nature  (present  or
future) created, incurred or assumed by the Maker with respect to any present or
future bank or other financial  institutional  indebtedness of the Maker and any
guaranty by Maker of any present or future bank or other financial institutional
indebtedness  of any  subsidiary of Maker;  and (ii) any  indebtedness  created,
incurred, or assumed, by the Maker secured by a lien on any assets of the Maker.

      4. Event of Default.  An "Event of Default"  under this  Convertible  Note
means the occurrence of any of the following events (whether the reason for such
event of default shall be voluntary or  involuntary  or be effected by operation
of law or pursuant to any  judgment,  decree or order of any court or any order,
rule or regulation of any  administrative or governmental  body): (i) nonpayment
of all  principal  and  interest  when  and as  due  under  the  terms  of  this
Convertible  Note;  (ii)  any  other  material  breach  of  the  terms  of  this
Convertible  Note;  (iii) any  material  breach by Maker of any  representation,
warranty or agreement of Maker  contained  in that certain  Securities  Purchase
Agreement  dated as of even date  herewith  by and  between the Maker and Lender
(the "Securities  Purchase Agreement") which is not cured by Maker within thirty
(30) days after notice by Lender;  (iv) the institution of any proceedings by or
against Maker under any law relating to bankruptcy,  insolvency,  reorganization
or other form of debtor relief or Maker's  making an assignment  for the benefit
of creditors,  or the appointment of a receiver,  trustee,  conservator or other
judicial  representative for Maker or any of its respective properties;  or (iv)
an event of  bankruptcy or  insolvency  of Maker.  Maker shall  receive  written
notice upon the  occurrence  of an Event of Default and  provided the default is
not cured within five (5) days,  with  respect to any Event of Default  based on
non-payment of principal or interest,  or within ten (10) days,  with respect to
any other Event of Default, of the stated Event of Default, the entire principal
and accrued  interest under this  Convertible  Note shall  accelerate and become
immediately due and payable.

<PAGE>

      5. Conversion  Feature.  This  Convertible  Note may be converted,  at the
option of the Holder,  at any time prior to the Maturity Date,  into that number
of shares of Common Stock as determined  herein. The date of conversion shall be
the "Conversion Date".

      The  number  of  shares  of  Common  Stock  that  shall be  issuable  upon
conversion  of the  Convertible  Note  shall be equal to the face  amount of the
Convertible Note, plus any accrued but unpaid interest  thereon,  divided by the
Conversion Price (as defined below) in effect on the date the Conversion  Notice
is given; provided,  however, that in the event that this Convertible Note shall
have been partially repaid,  shares of Common Stock shall be issued pro rata. No
partial  share will be issued.  Any partial  shares will be rounded  down to the
nearest  whole  share.  Within 5 days after the  Conversion  Date,  Maker  shall
provide  written  notice  thereof to the  Holder.  Upon  receipt of the  written
notice,  the Holder shall return this  Convertible  Note to the Maker, and Maker
shall  issue  and  deliver  by hand  against  a  signed  receipt  therefore,  by
nationally  recognized  overnight  requiring a signed receipt  therefore,  or by
United States registered mail, return receipt requested, to the address provided
herein, a stock certificate or stock  certificates of the Maker representing the
number of shares of Common  Stock to which Holder is  entitled.  The  Conversion
Price shall be $0.15, subject to adjustment.  Except as provided in this Section
5, the Holder of the Convertible Note shall have no conversion rights.

      6.  Adjustments.  The Conversion  Price and the securities into which this
Convertible  Note is convertible  are subject to adjustment from time to time as
follows:

            (a)  Reorganization,  Merger or Sale of Assets. If at any time while
this Convertible Note, or any portion thereof, is outstanding there shall be (i)
a  reorganization  (other  than a  combination,  reclassification,  exchange  or
subdivision  of  shares  otherwise  provided  for  herein),  (ii)  a  merger  or
consolidation  with or into  another  corporation  in which the Maker is not the
surviving  entity,  or a  reverse  triangular  merger  in which the Maker is the
surviving  entity  but the  shares  of the  Maker's  capital  stock  outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities,  cash or otherwise, or (iii) a sale
or transfer of the Maker's  properties  and assets as, or  substantially  as, an
entirety to any other person,  then, as a part of such  reorganization,  merger,
consolidation,  sale or  transfer,  lawful  provision  shall be made so that the
holder of this  Convertible  Note shall  thereafter  be entitled to receive upon
conversion  of this  Convertible  Note the  number  of  shares of stock or other
securities  or  property  of  the  successor  corporation  resulting  from  such
reorganization,  merger,  consolidation,  sale or transfer  that a holder of the
shares  deliverable  upon  conversion of this  Convertible  Note would have been
entitled  to  receive in such  reorganization,  consolidation,  merger,  sale or
transfer if this  Convertible  Note had been converted  immediately  before such
reorganization,  merger, consolidation, sale or transfer, all subject to further
adjustment  as  provided in this  Section 6. The  foregoing  provisions  of this
Section   6(a)   shall   similarly   apply   to   successive    reorganizations,
consolidations,  mergers,  sales and transfers and to the stock or securities of
any other  corporation  that are at the time  receivable  upon the conversion of
this  Convertible  Note.  If the  per-share  consideration  payable to Maker for
shares in connection  with any such  transaction is in a form other than cash or
marketable securities,  then the value of such consideration shall be determined
in good  faith  by  Maker's  Board  of  Directors.  In all  events,  appropriate
adjustment (as determined in good faith by Maker's Board of Directors)  shall be
made in the application of the provisions of this  Convertible Note with respect
to the rights and interests of Maker after the transaction,  to the end that the
provisions of this  Convertible  Note shall be applicable  after that event,  as
near as  reasonably  may  be,  in  relation  to any  shares  or  other  property
deliverable after that event upon conversion of this Convertible Note.

<PAGE>

            (b)  Reclassification.  If Maker, at any time while this Convertible
Note,  or any portion  thereof,  remains  outstanding,  by  reclassification  of
securities  or  otherwise,  shall  change  any of  the  securities  as to  which
conversion rights under this Convertible Note exist into the same or a different
number of securities of any other class or classes,  this Convertible Note shall
thereafter  represent the right to acquire such number and kind of securities as
would  have been  issuable  as the  result of such  change  with  respect to the
securities  that were subject to the  conversion  rights under this  Convertible
Note immediately  prior to such  reclassification  or other change and number of
shares  received  upon such  conversion  shall be  appropriately  adjusted,  all
subject to further adjustment as provided in this Section 6.

            (c) Split,  Subdivision or  Combination  of Shares.  If Maker at any
time while this Convertible  Note, or any portion thereof,  remains  outstanding
shall split,  subdivide or combine the securities as to which conversion  rights
under this Convertible Note exist,  into a different number of securities of the
same class, the Conversion Price shall be proportionately  decreased in the case
of a  split  or  subdivision  or  proportionately  increased  in the  case  of a
combination.

            (d)  Adjustments  for  Dividends  in Stock or  Other  Securities  or
Property.  If while  this  Convertible  Note,  or any  portion  hereof,  remains
outstanding  the holders of the securities as to which  conversion  rights under
this Convertible Note exist at the time shall have received, or, on or after the
record date fixed for the  determination  of eligible  stockholders,  shall have
become entitled to receive,  without payment therefor, other or additional stock
or other  securities or property  (other than cash) of Maker by way of dividend,
then and in each  case,  this  Convertible  Note  shall  represent  the right to
acquire  upon  conversion,  in addition to the number of shares of the  security
receivable upon conversion of this Convertible  Note, and without payment of any
additional  consideration therefor, the amount of such other or additional stock
or other  securities  or  property  (other  than cash) of Maker that such holder
would  hold on the date of such  conversion  had it been the holder of record of
the security  receivable  upon conversion of this  Convertible  Note on the date
hereof  and had  thereafter,  during  the  period  from the date  hereof  to and
including  the date of such  conversion,  retained  such shares and/or all other
additional  stock,  other  securities or property  available by this Convertible
Note as aforesaid  during such period,  giving effect to all adjustments  called
for during such period by the provisions of this Section 6.

<PAGE>

         7. Investment Intent. Lender, by acceptance hereof, acknowledges that
this Convertible Note and the shares to be issued upon conversion hereof are
being acquired solely for Lender's own account and not as a nominee for any
other party, and for investment, and that Lender will not offer, sell or
otherwise dispose of this Convertible Note or any shares to be issued upon
conversion hereof except under circumstances that will not result in a violation
of applicable federal and state securities laws. Upon conversion of this
Convertible Note, Lender shall, if requested by Maker, confirm in writing, in a
form satisfactory to Maker, that the shares so purchased are being acquired
solely for Lender's own account and not as a nominee for any other party, for
investment, and not with a view toward distribution or resale. All shares issued
upon exercise hereof shall be stamped or imprinted with a legend in
substantially the following form (in addition to any legend required by state
securities laws):


      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY
      STATE.  THE  SECURITIES  REPRESENTED  HEREBY  HAVE BEEN TAKEN BY THE
      REGISTERED  OWNER FOR  INVESTMENT,  AND  WITHOUT A VIEW TO RESALE OR
      DISTRIBUTION  THEREOF, AND MAY NOT BE SOLD,  TRANSFERRED OR DISPOSED
      OF WITHOUT AN OPINION  OF COUNSEL  SATISFACTORY  TO THE ISSUER  THAT
      SUCH TRANSFER OR DISPOSITION  DOES NOT VIOLATE THE SECURITIES ACT OF
      1933,  AS AMENDED,  THE RULES AND  REGULATIONS  THEREUNDER  OR OTHER
      APPLICABLE SECURITIES LAWS.

      8. Notices.

            (a) Whenever the number of shares  issuable or the Conversion  Price
hereunder  shall be adjusted  pursuant to Section 6 hereof,  Maker shall issue a
certificate  signed by its Chief Financial  Officer setting forth, in reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was  calculated,  and the Conversion  Price and
kind of securities purchasable hereunder after giving effect to such adjustment,
and shall cause a copy of such  certificate to be mailed (by  first-class  mail,
postage prepaid) to Maker.

            (b) All notices,  advices and communications  under this Convertible
Note shall be deemed to have been given,  (i) in the case of personal  delivery,
on the  date of such  delivery  and (ii) in the case of  mailing,  on the  third
business day following the date of such mailing, addressed as follows:

<PAGE>

                   If to Maker:

                   BPK Resources, Inc.
                   264 Union Blvd.
                   First Floor
                   Totowa, New Jersey 07512
                   Attention: Chief Executive Officer

                   With a copy to:

                   Fox Rothschild LLP
                   997 Lenox Drive
                   Building 3
                   Lawrenceville, New Jersey 08648
                   Attention: Vincent A. Vietti, Esq.

                   and to the Lender:

                   At the address set forth in the Securities Purchase Agreement

      Either of Maker or Lender  may from time to time  change  the  address  to
which notices to it are to be mailed  hereunder by notice in accordance with the
provisions of this Section 8.

      9. Amendments.

            (a) Any  term of this  Convertible  Note  may be  amended  with  the
written  consent  of the  Maker  and  the  Holder.  Any  amendment  effected  in
accordance  with this  Section 9 shall be binding  upon the Holder,  each future
holder and the Maker.

            (b) No  waivers  of,  or  exceptions  to,  any  term,  condition  or
provision  of this  Convertible  Note,  in any one or more  instances,  shall be
deemed to be, or construed as, a further or continuing  waiver of any such term,
condition or provision.

      10. Agreements of Maker. Maker and any other party now or hereafter liable
for the payment of this Convertible  Note in whole or in part,  hereby severally
(i) waive demand, presentment for payment, notice of nonpayment, protest, notice
of protest, notice of intent to accelerate, notice of acceleration and all other
notice,  filing of suit and diligence in collecting this Convertible  Note, (ii)
agree to the release of any party primarily or secondarily liable hereon,  (iii)
agree that the Lender shall not be required  first to institute  suit or exhaust
its remedies hereon against Maker or others liable or to become liable hereon or
to enforce  its rights  against  them,  and (iv)  consent  to any  extension  or
postponement  of time of  payment  of this  Convertible  Note  and to any  other
indulgence with respect hereto without notice thereof to any of them.

<PAGE>

      11.  Binding  Parties.  This  Convertible  Note  shall  bind Maker and its
successors  and assigns,  and the benefits  hereof shall inure to the benefit of
Lender and its  successors  and assigns.  All  references  herein to "Maker" and
"Lender"  shall be  deemed to apply to Maker and  Lender,  respectively,  and to
their respective successors and assigns.

      12.  Governing  Law.  This  Convertible  Note  shall  be  governed  by and
construed in accordance with the laws of the State of New Jersey, without regard
to the laws that might otherwise govern under applicable principles of conflicts
of laws thereof,  except that the General Corporation Law of the State of Nevada
shall apply to the internal corporate governance of Maker.

      13. Section Titles.  The Section titles in this  Convertible  Note are and
shall be without  substantive  meaning or content of any kind whatsoever and are
not a part of this Convertible Note.

      WITNESS the due execution  hereof on the date first above written with the
intention that this Convertible Note shall constitute a sealed instrument.

                                         BPK RESOURCES, INC.


                                         By:
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