BPK RESOURCES, INC.




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                          Securities Purchase Agreement

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                               Units Comprised of
                              Convertible Notes and
                                    Warrants

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                                  CONFIDENTIAL


<PAGE>


                            CONFIDENTIAL INFORMATION

      THE OFFEREE,  BY ACCEPTING THE SECURITIES PURCHASE AGREEMENT AND THE OTHER
OFFERING  DOCUMENTS  RELATING  TO  THE  COMPANY'S  PROPOSED  OFFERING  OF  UNITS
COMPRISED OF NOTES  CONVERTIBLE  INTO SHARES OF ITS COMMON STOCK AND WARRANTS TO
ACQUIRE  SHARES OF ITS  COMMON  STOCK,  ACKNOWLEDGES  AND AGREES  THAT:  (I) THE
OFFERING  DOCUMENTS HAVE BEEN  FURNISHED TO THE OFFEREE ON A CONFIDENTIAL  BASIS
SOLELY FOR THE PURPOSE OF ENABLING  THE OFFEREE TO EVALUATE THE  OFFERING;  (II)
THAT THE OFFEREE MAY NOT FURTHER  DISTRIBUTE THE OFFERING  DOCUMENTS WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY,  EXCEPT TO THE OFFEREE'S LEGAL,  FINANCIAL
OR OTHER PERSONAL  ADVISORS,  IF ANY, WHO WILL USE THE OFFERING DOCUMENTS ON THE
OFFEREE'S  BEHALF  SOLELY FOR PURPOSES OF  EVALUATING  THE  OFFERING;  (III) ANY
REPRODUCTION OR DISTRIBUTION OF THE OFFERING DOCUMENTS,  IN WHOLE OR IN PART, OR
THE DIRECT OR INDIRECT  DISCLOSURE OF THE CONTENTS OF THE OFFERING DOCUMENTS FOR
ANY  OTHER  PURPOSE  WITHOUT  THE  PRIOR  WRITTEN  CONSENT  OF  THE  COMPANY  IS
PROHIBITED;  AND (IV) THE  OFFEREE  SHALL BE BOUND BY ALL TERMS  AND  CONDITIONS
SPECIFIED IN THE OFFERING DOCUMENTS.

                               NOTICE TO OFFEREES

      THE  SECURITIES   OFFERED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933,  AS  AMENDED,  OR  REGISTERED  OR  QUALIFIED  UNDER THE
APPLICABLE  SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  THIS SECURITIES
PURCHASE  AGREEMENT AND THE OTHER OFFERING  DOCUMENTS DO NOT CONSTITUTE AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

      THE SECURITIES ARE BEING SOLD FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW
TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED
FOR  RESALE IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND EFFECTIVE  REGISTRATION OR QUALIFICATION UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER  JURISDICTION,  OR THE  AVAILABILITY OF AN
EXEMPTION THEREFROM.

      NEITHER  THE  SECURITIES  AND  EXCHANGE   COMMISSION  NOR  THE  SECURITIES
COMMISSION OR OTHER REGULATORY  AUTHORITY OF ANY STATE OR OTHER JURISDICTION HAS
APPROVED OR  DISAPPROVED  OF THESE  SECURITIES  OR PASSED  UPON THE  ADEQUACY OR
ACCURACY OF THIS  SECURITIES  PURCHASE  AGREEMENT  OR ANY OF THE OTHER  OFFERING
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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                             ADDITIONAL INFORMATION

      BPK Resources,  Inc. (the "Company")  files annual,  quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission  (the "SEC") under the  Securities  Exchange Act of 1934, as amended.
Reports, statements or other information that we file with the SEC are available
to  the  public  at the  SEC's  Website  at  http://www.sec.gov.  The  following
documents  that we have  previously  filed  with  the  SEC are  incorporated  by
reference into this agreement:

      o     Quarterly  Report on Form 10-QSB for the fiscal quarters ended March
            31, June 30 and September 30, 2005;

      o     Current  Reports on Form 8-K dated December 26, 2004,  June 23, 2005
            and June 24, 2005;

      o     Annual Report on Form 10-KSB for the fiscal year ended  December 31,
            2004, as amended; and

      o     Any  reports on Form 8-K filed with the SEC after  February  1, 2006
            and before the date this agreement is executed.

The  information  incorporated  by reference into this agreement is an important
part of this agreement.  Any statement  contained in a document  incorporated by
reference into this  agreement  shall be deemed to be modified or superseded for
the purposes of this agreement to the extent that a statement  contained  herein
or in  any  other  subsequently  filed  document  modifies  or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so modified or superseded, to constitute a part of this agreement.

      The Company  will  provide to each person to whom this  agreement is sent,
upon the  written or oral  request of such  person,  a copy of any or all of the
documents  referred to above that have been  incorporated by reference into this
agreement but not delivered with this  agreement.  You may make such requests at
no cost to you by writing or telephoning us at the following address or number:

                           BPK Resources, Inc.
                           264 Union Boulevard
                           First Floor
                           Totowa, New Jersey  07512
                           Attention: Chief Executive Officer
                           (973) 956-8400

      You should rely only on the  information  contained  in this  agreement or
incorporated  by reference into this  agreement.  The Company has not authorized
anyone to provide you with different information. You should not assume that the
information  in this  agreement  is  accurate as of any date other than the date
this agreement is sent to you for review or that the information incorporated by
reference into this agreement is accurate as of any date other than the date set
forth on the front of the document containing such information.

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<PAGE>


                                  CONFIDENTIAL

                          SECURITIES PURCHASE AGREEMENT

      THIS   SECURITIES   PURCHASE   AGREEMENT   (this    "Agreement"),    dated
_______________,  2006, by and between BPK Resources, Inc., a Nevada corporation
(the  "Company"),  and the purchaser or  purchasers  identified on the signature
page hereof ("Purchaser").

                                R E C I T A L S:

      WHEREAS,  Purchaser  desires to purchase  and the Company  desires to sell
units comprised of notes convertible into shares of common stock and warrants to
acquire shares of common stock on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises hereof and the agreements
set forth herein below, the parties hereto hereby agree as follows:

      1. The Offering.

            (a) Private Offering.  The securities  offered by this Agreement are
being offered in a private offering (the "Offering") of notes (the  "Convertible
Notes")  convertible into shares of the Company's common stock,  $.001 par value
per share (the "Common  Stock"),  and warrants (the "Warrants") to acquire up to
5,000,000  shares of Common Stock.  The  Convertible  Notes and Warrants will be
sold in units (the "Units")  comprised of one (1)  Convertible  Note and one (1)
Warrant.  Units  comprising up to $750,000 of Convertible  Notes will be sold in
the Offering;  provided,  however,  that in the event of any  over-allotments of
Units  during the  offering  period,  the Company  reserves the right to sell in
excess of $750,000 of Convertible Notes to cover such over-allotments. The Units
will be sold on a reasonable "best efforts" basis at a purchase price of $50,000
per Unit  ("Purchase  Price")  pursuant to Section 4(2) of the Securities Act of
1933,  as amended  (the  "Securities  Act"),  and/or  Rule 506 of  Regulation  D
thereunder.  The  Units  are  being  offered  solely  to  a  limited  number  of
"accredited  investors" as that term is defined in Rule 501(a) of the Securities
Act during an offering  period that commenced on February 1, 2006 and terminates
at the sole discretion of the Company.

                  (i) Each  Convertible  Note is convertible into that number of
shares of Common Stock equal to the face amount of the  Convertible  Note,  plus
any  accrued  but unpaid  interest  thereon,  divided by $0.15 (the  "Conversion
Price").  The  terms  of the  Convertible  Note  are set  forth  in the  Form of
Convertible Note attached hereto and made a part hereof as Exhibit B.

                  (ii) Each Warrant is initially exercisable into 333,333 shares
of Common Stock  (determined by dividing the face amount of the Convertible Note
by the Conversion  Price) at an exercise price of $0.27 per share.  The terms of
the  Warrant are set forth in the Form of  Warrant,  attached  hereto and made a
part hereof as Exhibit C. The  Convertible  Notes,  the  Warrants  and shares of
Common Stock issuable upon  conversion of the  Convertible  Notes or exercise of
the Warrants are hereinafter referred to collectively as the "Securities."

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            (b) Use of Proceeds.  Assuming the Company raises $750,000,  the net
proceeds  to the Company  are  estimated  to be  approximately  $655,000  (after
deducting  offering  expenses  payable by the  Company  estimated  at $5,000 and
assuming payment of the maximum amount of placement agent and finders fees of up
to $90,000).  The Company intends to use the net proceeds to make a secured loan
to  Graphite  Technology  Group,  Inc.  ("GTG") as well as for  general  working
capital purposes.

            (c) Placement Agent and Finders Fees. The Company reserves the right
to pay cash fees to agents, brokers,  dealers and finders in connection with the
sale of the  Securities in an amount equal to up to twelve  percent (12%) of the
Purchase  Price of such  Securities (of which two percent (2%)  represents  such
agent's,  broker's,  dealer's or finder's non accountable expense allowance) and
to issue warrants to such persons to purchase shares of Common Stock equal to up
to fifteen  percent  (15%) of the number of the shares of Common Stock  issuable
upon exercise of all Convertible Notes, at an exercise price of $0.27 per share,
which terminate three (3) years after the date of issuance.

            (d) Graphite  Technology  Group, Inc. The Company has entered into a
Letter  of  Intent  (the  "LOI")  with  GTG to  acquire  all of the  issued  and
outstanding stock of GTG. The LOI is not binding and any transaction between the
Company and GTG will be subject to the negotiation and execution of a definitive
agreement  acceptable to the Company and GTG. The LOI and a brief description of
GTG are attached  hereto as Exhibit A. The Company makes no  representations  or
warranties herein as to whether the transactions contemplated under the LOI will
be  consummated  and,  if so, the  effect  those  transactions  will have on the
Company.

      2. Sale and Purchase of Securities.

            (a) Sale and  Purchase  of  Securities.  Subject  to the  terms  and
conditions  hereof,  the  Company  agrees  to sell,  and  Purchaser  irrevocably
subscribes  for and  agrees to  purchase,  the  number of Units set forth on the
signature  page of this  Agreement at a purchase  price of $50,000 per Unit. The
aggregate  purchase  price for the Units shall be as set forth on the  signature
page hereto (the "Purchase Price") and shall be payable upon execution hereof by
check or wire transfer of immediately available funds.

            (b) Subscription  Procedure.  In order to purchase Units,  Purchaser
shall deliver to the Company,  at its principal  executive office  identified in
Section 16 hereof:  (i) one completed and duly executed copy of this  Agreement;
and (ii) immediately  available funds, or a certified check or bank check, in an
amount equal to the Purchase  Price.  Execution  and delivery of this  Agreement
shall constitute an irrevocable  subscription for that number of Units set forth
on the  signature  page  hereto.  The minimum  investment  that may be made by a
Purchaser is $50,000,  although the Company may, in its sole discretion,  accept
subscriptions  for a  number  of  Units  at a  lesser  amount.  Payment  for the
Securities may be made by wire transfer to:

                                            Sovereign Bank
                                            Wyomissing, PA
                                            ABA# 231 372 691
                                            For Credit to: BPK Resources, Inc.
                                            111 Presidential Blvd., Suite 158
                                            Bala Cynwyd, PA 19004
                                            Account# 236 103 5871

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or by  check  made  payable  to:  BPK  Resources,  Inc.,  c/o  111  Presidential
Boulevard,  Suite 158,  Bala Cynwyd,  PA 19004.  Receipt by the Company of funds
wired, or deposit and collection by the Company of the check tendered  herewith,
will not  constitute  acceptance  of this  Agreement by the  Company.  The Units
subscribed for will not be deemed to be issued to, or owned by,  Purchaser until
the Company has executed this Agreement. All funds tendered by Purchaser will be
held by the Company  pending  acceptance  or rejection of this  Agreement by the
Company and the closing of  Purchaser's  purchase of Units.  This Agreement will
either be accepted by the Company,  in whole or in part, in its sole discretion,
or rejected by the Company as promptly  as  practicable.  If this  Agreement  is
accepted only in part, Purchaser agrees to purchase such smaller number of Units
as the Company  determines to sell to Purchaser.  If this  Agreement is rejected
for any reason,  including the termination of the Offering by the Company,  this
Agreement  and  all  funds  tendered  herewith  will  be  promptly  returned  to
Purchaser, without interest or deduction of any kind, and this Agreement will be
void and of no further force or effect.

            (c)  Closing.  Subscriptions  will be accepted by the Company in its
sole  discretion.   Upon  the  Company's   execution  of  this  Agreement,   the
subscription  evidenced hereby, if not previously rejected by the Company, will,
in reliance upon Purchaser's representations and warranties contained herein, be
accepted,  in whole or in part, by the Company.  If Purchaser's  subscription is
accepted only in part,  this Agreement will be marked to indicate such fact, and
the  Company  will  return to  Purchaser  the  portion of the funds  tendered by
Purchaser  representing  the  unaccepted  portion of  Purchaser's  subscription,
without  interest or deduction of any kind. Upon acceptance of this Agreement in
whole or in part by the  Company,  the Company will issue  certificates  for the
Shares to Purchaser,  together  with a copy of  Purchaser's  executed  Agreement
countersigned by the Company and a Warrant ("Warrant  Certificate")  executed by
the Company.

      3.  Representations and Warranties of Purchaser.  Purchaser represents and
warrants to the Company as follows:

            (a) Organization and Qualification.

                  (i) If  Purchaser is an entity,  Purchaser is duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization,  with the corporate or other entity power and authority to own and
operate its business as presently  conducted,  except where the failure to be or
have any of the foregoing would not have a material adverse effect on Purchaser,
and Purchaser is duly  qualified as a foreign  corporation or other entity to do
business and is in good standing in each jurisdiction where the character of its
properties  owned or held under  lease or the nature of their  activities  makes
such qualification necessary,  except for such failures to be so qualified or in
good standing as would not have a material adverse effect on it.

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<PAGE>

                  (ii) If Purchaser is an entity,  the address of its  principal
place of business is as set forth on the signature page hereto, and if Purchaser
is an individual,  the address of its principal residence is as set forth on the
signature page hereto.


            (b) Authority; Validity and Effect of Agreement.

                  (i) If Purchaser  is an entity,  Purchaser  has the  requisite
corporate  or other  entity  power and  authority  to execute and  deliver  this
Agreement and perform its obligations  under this  Agreement.  The execution and
delivery of this  Agreement by Purchaser,  the  performance  by Purchaser of its
obligations  hereunder and all other necessary  corporate or other entity action
on the part of Purchaser have been duly  authorized by its board of directors or
similar  governing body, and no other  corporate or other entity  proceedings on
the part of  Purchaser is  necessary  for  Purchaser to execute and deliver this
Agreement and perform its obligations hereunder.

                  (ii)  This  Agreement  has been duly and  validly  authorized,
executed and delivered by Purchaser  and,  assuming it has been duly and validly
executed and delivered by the Company,  constitutes  a legal,  valid and binding
obligation of Purchaser, in accordance with its terms.

            (c)  No  Conflict;   Required  Filings  and  Consents.  Neither  the
execution  and delivery of this  Agreement by Purchaser nor the  performance  by
Purchaser  of its  obligations  hereunder  will:  (i) if Purchaser is an entity,
conflict with Purchaser's  articles of incorporation or bylaws, or other similar
organizational  documents;  (ii) violate any statute,  law,  ordinance,  rule or
regulation,  applicable  to  Purchaser  or any of the  properties  or  assets of
Purchaser; or (iii) 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 Purchaser  under,  or result in the creation or
imposition  of any lien upon any  properties,  assets or business  of  Purchaser
under, any material contract or any order, judgment or decree to which Purchaser
is a party  or by  which  it or any of its  assets  or  properties  is  bound or
encumbered  except,  in the case of clauses (ii) and (iii), for such violations,
breaches, conflicts, defaults or other occurrences which, individually or in the
aggregate, would not have a material adverse effect on its obligation to perform
its covenants under this Agreement.

            (d) Accredited  Investor.  Purchaser is an "accredited  investor" as
that term is defined in Rule 501(a) of Regulation D under the Securities Act. If
Purchaser is an entity,  Purchaser  was not formed for the  specific  purpose of
acquiring the Securities,  and, if it was, all of Purchaser's  equity owners are
"accredited investors" as defined above.

            (e) No Government  Review.  Purchaser  understands  that neither the
United States  Securities  and Exchange  Commission  ("SEC") nor any  securities
commission  or other  governmental  authority  of any  state,  country  or other
jurisdiction  has  approved  the  issuance of the  Securities  or passed upon or
endorsed the merits of the Securities, this Agreement, the Convertible Note, the
Warrant  Certificate  or any of the other  documents  relating  to the  proposed
Offering (collectively, the "Offering Documents"), or confirmed the accuracy of,
determined the adequacy of, or reviewed this Agreement,  the  Convertible  Note,
the Warrant Certificate or the other Offering Documents.

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<PAGE>

            (f)  Investment  Intent.  The  Securities are being acquired for the
Purchaser's own account for investment  purposes only, not as a nominee or agent
and not with a view to the  resale  or  distribution  of any part  thereof,  and
Purchaser has no present intention of selling,  granting any participation in or
otherwise distributing the same. By executing this Agreement,  Purchaser further
represents that Purchaser does not have any contract, undertaking,  agreement or
arrangement  with any person to sell,  transfer or grant  participation  to such
person or third person with respect to any of the Securities.

            (g)  Restrictions  on  Transfer.   Purchaser  understands  that  the
Securities are "restricted securities" as such term is defined in Rule 144 under
the  Securities  Act and have not been  registered  under the  Securities Act or
registered or qualified under any state securities law, and may not be, directly
or indirectly,  sold,  transferred,  offered for sale, pledged,  hypothecated or
otherwise  disposed  of  without  registration  under  the  Securities  Act  and
registration or  qualification  under  applicable  state  securities laws or the
availability of an exemption  therefrom.  In any case where such an exemption is
relied upon by Purchaser from the  registration  requirements  of the Securities
Act and the registration or qualification  requirements of such state securities
laws,  Purchaser  shall  furnish the Company with an opinion of counsel  stating
that the proposed sale or other  disposition of such  securities may be effected
without  registration  under  the  Securities  Act and  will not  result  in any
violation of any applicable  state  securities laws relating to the registration
or  qualification  of  securities  for sale,  such  counsel  and  opinion  to be
satisfactory to the Company.  Purchaser acknowledges that it is able to bear the
economic risks of an investment in the  Securities  for an indefinite  period of
time,  and that its  overall  commitment  to  investments  that are not  readily
marketable is not disproportionate to its net worth.

            (h)   Investment   Experience.   Purchaser   has   such   knowledge,
sophistication and experience in financial, tax and business matters in general,
and  investments in securities in  particular,  that it is capable of evaluating
the merits and risks of this  investment  in the  Securities,  and Purchaser has
made such  investigations  in  connection  herewith  as it deemed  necessary  or
desirable so as to make an informed investment decision without relying upon the
Company  for legal or tax  advice  related  to this  investment.  In making  its
decision  to  acquire  the  Securities,   Purchaser  has  not  relied  upon  any
information  other than information  provided to Purchaser by the Company or its
representatives and contained herein and in the other Offering Documents.

            (i) Access to Information.  Purchaser  acknowledges  that it has had
access to and has reviewed all  documents  and records  relating to the Company,
including, but not limited to, the Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended  September 30, 2005 and the Company's  Annual Report on
Form 10-KSB,  as amended,  for the fiscal year ended December 31, 2004,  that it
has deemed  necessary  in order to make an  informed  investment  decision  with
respect to an investment in the  Securities;  that it has had the opportunity to
ask  representatives  of the  Company  certain  questions  and  request  certain
additional information regarding the terms and conditions of such investment and
the finances, operations,  business and prospects of the Company and has had any
and all such questions and requests  answered to its  satisfaction;  and that it
understands the risks and other considerations relating to such investment.

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<PAGE>

            (j)  Reliance on  Representations.  Purchaser  understands  that the
Securities  are being offered and sold to it in reliance on specific  exemptions
from the registration  requirements of the federal and state securities laws and
that the  Company is relying  in part upon the truth and  accuracy  of, and such
Purchaser's  compliance  with,  the  representations,   warranties,  agreements,
acknowledgments  and  understandings of such Purchaser set forth herein in order
to determine the  availability  of such  exemptions and the  eligibility of such
Purchaser to acquire the  Securities.  Purchaser  represents and warrants to the
Company  that  any  information  that  Purchaser  has  heretofore  furnished  or
furnishes  herewith  to the  Company  is  complete  and  accurate,  and  further
represents and warrants that it will notify and supply corrective information to
the Company  immediately  upon the  occurrence of any change  therein  occurring
prior to the Company's  issuance of the  Securities.  Within five (5) days after
receipt of a request from the Company,  Purchaser will provide such  information
and deliver such documents as may reasonably be necessary to comply with any and
all laws and regulations to which the Company is subject.

            (k)  No  General  Solicitation.  Purchaser  is  unaware  of,  and in
deciding to  participate  in the Offering is in no way relying upon, and did not
become  aware of the  Offering  through  or as a result  of, any form of general
solicitation or general advertising including,  without limitation, any article,
notice,  advertisement  or  other  communication  published  in  any  newspaper,
magazine  or  similar  media,  or  broadcast  over  television  or  radio or the
internet, in connection with the Offering.

            (l)  Placement  and  Finder's  Fees.  No agent,  broker,  investment
banker, finder,  financial advisor or other person acting on behalf of Purchaser
or under its authority is or will be entitled to any broker's or finder's fee or
any other commission or similar fee, directly or indirectly,  in connection with
the Offering, and no person is entitled to any fee or commission or like payment
in respect thereof based in any way on agreements, arrangements or understanding
made by or on behalf of Purchaser.

            (m)  Investment   Risks.   Purchaser   understands  that  purchasing
Securities in the Offering will subject  Purchaser to certain risks,  including,
but not limited to,  those set forth in the Summary  Investment  Memorandum  and
each of the following:

                  (i) At this time,  the  Company  has  nominal  operations  and
assets and therefore is considered a shell corporation under applicable rules of
the Securities Exchange Act of 1934, as amended.

                  (ii) The offering price of the  Securities  offered hereby has
been  determined  solely  by the  Company  and  does  not  necessarily  bear any
relationship to the value of the Company's assets, current or potential earnings
of the Company,  or any other recognized  criteria used for measuring value, and
therefore,  there can be no assurance  that the  offering  price of the Units is
representative of the actual value of the underlying Securities.

                                       6
<PAGE>

                  (iii) In order to pursue the  acquisition  of GTG or for other
corporate  purposes,  the Company expects to issue  additional  shares of Common
Stock,  securities  exercisable or convertible  into shares of Common Stock,  or
debt.  Such  securities may be issued for a purchase  price  consisting of cash,
services  or other  consideration  that  may be  materially  different  than the
purchase price of the Units.  The issuance of any such  securities may result in
substantial  dilution  to the  relative  ownership  interests  of the  Company's
existing  shareholders  and  substantial  reduction in net book value per share.
Additional equity securities may have rights,  preferences and privileges senior
to those of the  holders of Common  Stock,  and any debt  financing  may involve
restrictive covenants that may limit the Company's operating flexibility.

                  (iv) An  investment  in the  Securities  may  involve  certain
material  legal,  accounting and federal and state tax  consequences.  Purchaser
should consult with its legal counsel,  accountant and/or business adviser as to
the legal, accounting, tax and related matters accompanying such an investment.

            (n)  Legends.   The  certificates  and  agreements   evidencing  the
Securities  shall have endorsed  thereon the following  legend (and  appropriate
notations thereof will be made in the Company's stock transfer books),  and stop
transfer  instructions  reflecting these restrictions on transfer will be placed
with the transfer agent of the Securities:


      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.

      4.  Representations and Warranties of the Company.  The Company represents
and warrants to Purchaser as follows:

                  (a)  Organization  and  Qualification.  The  Company  is  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction of organization,  with the corporate power and authority to own and
operate its business as presently  conducted,  except where the failure to be or
have any of the  foregoing  would  not have a  material  adverse  effect  on the
Company.  The Company is duly qualified as a foreign corporation or other entity
to do business and is in good standing in each jurisdiction  where the character
of its  properties  owned or held under lease or the nature of their  activities
makes such qualification necessary,  except for such failures to be so qualified
or in good standing as would not have a material adverse effect on the Company.

                  (b) Authority; Validity and Effect of Agreement.

                                       7
<PAGE>

                  (i)  The  Company  has  the  requisite   corporate  power  and
authority to execute and deliver this Agreement,  perform its obligations  under
this  Agreement,  and conduct the  Offering.  The execution and delivery of this
Agreement  by the Company,  the  performance  by the Company of its  obligations
hereunder,  the Offering and all other necessary corporate action on the part of
the Company have been duly  authorized by its board of  directors,  and no other
corporate proceedings on the part of the Company are necessary to authorize this
Agreement or the Offering. This Agreement has been duly and validly executed and
delivered  by the  Company  and,  assuming  that it has  been  duly  authorized,
executed and  delivered by  Purchaser,  constitutes  a legal,  valid and binding
obligation of the Company, in accordance with its terms,  subject to the effects
of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable  principles  (whether  considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

                  (ii) The Shares have been duly authorized and, when issued and
paid for in accordance with this Agreement,  will be validly issued,  fully paid
and non-assessable  shares of Common Stock with no personal liability  resulting
solely  from the  ownership  of such  shares  and will be free and  clear of all
liens, charges, restrictions,  claims and encumbrances imposed by or through the
Company.  The shares of Common Stock issuable upon exercise of the Warrants when
issued and paid for in accordance  with the Warrants,  will be duly  authorized,
validly  issued,  fully paid and  non-assessable  shares of Common Stock with no
personal  liability  resulting solely from the ownership of such shares and will
be  free  and  clear  of  all  liens,  charges,  restrictions,   claims  and  in
encumbrances imposed by or through the Company.

            (c)  No  Conflict;   Required  Filings  and  Consents.  Neither  the
execution and delivery of this  Agreement by the Company nor the  performance by
the Company of its  obligations  hereunder will: (i) conflict with the Company's
certificate  of  incorporation  or  bylaws;  (ii)  violate  any  statute,   law,
ordinance,  rule  or  regulation,  applicable  to  the  Company  or  any  of the
properties or assets of the Company;  or (iii) 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 the Company,  or
result in the creation or imposition of any lien upon any properties,  assets or
business of the Company under, any material  contract or any order,  judgment or
decree to which the  Company  is a party or by which it or any of its  assets or
properties is bound or encumbered except, in the case of clauses (ii) and (iii),
for such violations,  breaches,  conflicts, defaults or other occurrences which,
individually  or in the aggregate,  would not have a material  adverse effect on
its obligation to perform its covenants under this Agreement.

            (d) SEC Reports and Financial Statements. The Company has filed with
the SEC,  and has  heretofore  made  available to  Purchaser,  true and complete
copies of all forms, reports, schedules, statements and other documents required
to be filed by it under the Exchange Act or the Securities Act. In addition, the
Company has incorporated by reference into this Agreement,  its Quarterly Report
on Form 10-QSB for the fiscal  quarter  ended  September  30, 2005,  its Current
Reports on Form 8-K dated  December 26, 2004, and June 23 and June 24, 2005, and
its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (as
such documents  have been amended since the date of their filing,  collectively,
the "Company SEC Documents"). As of their respective dates or, if amended, as of
the date of the last such  amendment,  the Company SEC Documents,  including any
financial  statements  or schedules  included  therein:  (i) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements made therein,  in
light of the circumstances under which they were made, not misleading;  and (ii)
complied  in all  material  respects  with the  applicable  requirements  of the
Exchange  Act and the  Securities  Act,  as the case may be, and the  applicable
rules and  regulations of the SEC thereunder.  Each of the financial  statements
included  in the Company  SEC  Documents  have been  prepared  from,  and are in
accordance  with,  the books and records of the Company,  comply in all material
respects with applicable  accounting  requirements  and with the published rules
and  regulations  of the  SEC  with  respect  thereto,  have  been  prepared  in
accordance with generally accepted accounting principles applied on a consistent
basis  during the  periods  involved  (except as may be  indicated  in the notes
thereto) and fairly present the financial position and the results of operations
and  cash  flows of the  Company  as of the  dates  thereof  or for the  periods
presented  therein  (subject,  in the case of  unaudited  statements,  to normal
year-end audit adjustments not material in amount).

                                       8
<PAGE>

      5.  Indemnification.  Purchaser  agrees  to  indemnify,  defend  and  hold
harmless the Company and its  respective  affiliates and agents from and against
any  and  all  demands,   claims,  actions  or  causes  of  action,   judgments,
assessments, losses, liabilities, damages or penalties and reasonable attorneys'
fees and related  disbursements  incurred  by the  Company  that arise out of or
result from a breach of any  representations  or  warranties  made by  Purchaser
herein,   and  Purchaser  agrees  that  in  the  event  of  any  breach  of  any
representations  or warranties made by Purchaser herein, the Company may, at its
option, forthwith rescind the sale of the Units to Purchaser.

      6. Registration Rights. The Company covenants and agrees as follows:

            6.1 For the  purpose of this  Section 6, the  following  definitions
shall apply:

                  (a) "Exchange Act" shall mean the  Securities  Exchange Act of
1934, as amended,  and the rules and regulations of the SEC  thereunder,  all as
the same shall be in effect at the time.

                  (b) "Person" shall mean an individual, partnership (general or
limited), corporation, limited liability company, joint venture, business trust,
cooperative,  association or other form of business organization, whether or not
regarded  as a legal  entity  under  applicable  law,  a trust  (inter  vivos or
testamentary),  an  estate  of a  deceased,  insane  or  incompetent  person,  a
quasi-governmental  entity,  a government  or any agency,  authority,  political
subdivision or other instrumentality thereof, or any other entity.

                  (c) "Register,"  "registered," and "registration"  shall refer
to a registration  effected by preparing and filing a registration  statement in
compliance   with  the  Securities   Act,  and  the   declaration  or  order  of
effectiveness of such registration statement or document by the SEC.

                  (d)  "Registration  Statement"  shall  mean  any  registration
statement  of the  Company  filed with the SEC  pursuant  to the  provisions  of
Section 6.2 of this Agreement,  which covers the resale of the Restricted  Stock
on an  appropriate  form  then  permitted  by  the  SEC  to  be  used  for  such
registration and the sales  contemplated to be made thereby under the Securities
Act, or any similar rule that may be adopted by the SEC, and all  amendments and
supplements  to such  registration  statement,  including  any  pre-  and  post-
effective  amendments thereto,  in each case including the prospectus  contained
therein,  all  exhibits  thereto and all  materials  incorporated  by  reference
therein.

                                       9
<PAGE>

                  (e)  "Restricted  Stock"  shall  mean (i) the shares of Common
Stock  issuable upon  conversion  of the  Convertible  Note;  (ii) the shares of
Common Stock  issuable upon exercise of the Warrants;  and (iii) any  additional
shares of Common Stock of the Company  issued or issuable  after the date hereof
in respect of any of the  foregoing  securities,  by way of a stock  dividend or
stock split; provided that as to any particular shares of Restricted Stock, such
securities  shall cease to constitute  Restricted  Stock when (x) a Registration
Statement  with  respect  to the  sale  of such  securities  shall  have  become
effective under the Securities Act and such securities  shall have been disposed
of thereunder,  (y) such securities are permitted to be transferred  pursuant to
Rule 144(k) (or any successor  provision to such rule) under the  Securities Act
or (z) such securities are otherwise  freely  transferable to the public without
further registration under the Securities Act.

                  (f) "Selling  Stockholders" shall mean Purchaser and any other
purchaser of Units in the Offering, and their respective successors and assigns.

            6.2. Registration of the Shares.

                  (a) The  Company  shall use its  reasonable  best  efforts  to
prepare  and file  with  the SEC,  within  90 days of the date the  Offering  is
completed,  a Registration  Statement under the Act to permit the public sale of
the Restricted  Stock, and to cause such  Registration  Statement to be declared
effective  within 150 days of the date the  Offering is  completed.  The Selling
Stockholders  shall furnish such  information as may be reasonably  requested by
the  Company  in order to include  such  Restricted  Stock in such  Registration
Statement.  If  any  Selling  Stockholder  decides  not  to  include  all of its
Restricted Stock in any registration  statement thereafter filed by the Company,
such  Selling  Stockholder  shall  nevertheless  continue  to have the  right to
include  any  Restricted  Stock  in any  subsequent  registration  statement  or
registration statements as may be filed by the Company with respect to offerings
of its  securities,  all upon the terms and conditions set forth herein.  In the
event that any  registration  pursuant to this Section  6.2(a) is  terminated or
withdrawn, the Company shall use its reasonable best efforts to prepare and file
with the SEC, as soon thereafter as practicable,  a Registration Statement under
the Securities Act to permit the public sale of the Restricted  Stock  purchased
hereby.

                  (b) Notwithstanding anything to the contrary contained herein,
the  Company's  obligation  in Section  6.2(a)  above  shall  extend only to the
inclusion of the Restricted Stock in a Registration Statement. The Company shall
have no obligation to assure the terms and conditions of distribution, to obtain
a commitment from an underwriter relative to the sale of the Restricted Stock or
to otherwise  assume any  responsibility  for the manner,  price or terms of the
distribution of the Restricted Stock.

            6.3. Registration  Procedures.  Whenever it is obligated to register
any Restricted Stock pursuant to this Agreement, the Company shall:

                                       10
<PAGE>

                  (a)  prepare  and file with the SEC a  Registration  Statement
with  respect to the  Restricted  Stock in the  manner set forth in Section  6.2
hereof and use its reasonable best efforts to cause such Registration  Statement
to become  effective as promptly as possible and to remain  effective  until the
earlier of: (i) the sale of all shares of Restricted Stock covered thereby, (ii)
the availability  under Rule 144(k) for the Selling  Stockholder to immediately,
freely resell without restriction all Restricted Stock covered thereby, or (iii)
two (2) years from the date of this Agreement;

                  (b) prepare and file with the SEC such  amendments  (including
post-effective  amendments) and supplements to such  Registration  Statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
Registration  Statement  effective  for the period  specified in Section  6.3(a)
above  and to  comply  with  the  provisions  of the  Act  with  respect  to the
disposition of all Restricted  Stock covered by such  Registration  Statement in
accordance   with  the  intended   method  of  disposition  set  forth  in  such
Registration Statement for such period;

                  (c) furnish to the Selling  Stockholders such number of copies
of the Registration  Statement and the prospectus  included  therein  (including
each preliminary  prospectus) as such person may reasonably  request in order to
facilitate the public sale or other  disposition of the Restricted Stock covered
by such Registration Statement;

                  (d) use its reasonable best efforts to register or qualify the
Restricted  Stock  covered  by  such  Registration  Statement  under  the  state
securities  laws  of  such  jurisdictions  as  any  Selling   Stockholder  shall
reasonably request;  provided,  however, that the Company shall not for any such
purpose be  required  to qualify  generally  to  transact  business as a foreign
corporation  in any  jurisdiction  where it is not so qualified or to consent to
general service of process in any such jurisdiction;

                  (e) in the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary  form,  with  the  managing  underwriter(s)  of  such  offering.  Each
Purchaser  participating in such underwriting  shall also enter into and perform
its obligations under such an agreement, as described in Section 6.2(b);

                  (f)  immediately  notify each Selling  Stockholder at any time
when a prospectus relating thereto is required to be delivered under the Act, of
the happening of any event as a result of which the prospectus contained in such
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material  fact or omits to state a material  fact  required or  necessary  to be
stated therein in order to make the statements  contained therein not misleading
in light of the  circumstances  under which they were made. The Company will use
reasonable efforts to amend or supplement such prospectus in order to cause such
prospectus  not to include any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in the light of the circumstances  under which
they were made;

                  (g)  prepare  and  file  with  the  SEC  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
with  such  Registration  Statements  as may be  necessary  to  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such Registration Statement;

                                       11
<PAGE>

                  (h) use its  reasonable  best  efforts to list the  Restricted
Stock  covered by such  Registration  Statement  on each  exchange or  automated
quotation  system on which  similar  securities  issued by the  Company are then
listed  (with the  listing  application  being made at the time of the filing of
such Registration Statement or as soon thereafter as is reasonably practicable);

                  (i) notify each Selling  Stockholder  of any threat by the SEC
or state  securities  commission to undertake a stop order with respect to sales
under the Registration Statement; and

                  (j) cooperate in the timely removal of any restrictive legends
from the shares of Restricted Stock in connection with the resale of such shares
covered by an effective Registration Statement.


            6.4. Delay of Registration.


                  (a) The Company and the  Selling  Stockholders  agree that the
Selling  Stockholders  may suffer damages if the  Registration  Statement is not
filed on or prior to the date  that is 90 days  after the date the  Offering  is
completed (the "Target  Filing Date") and maintained in the manner  contemplated
herein. The Company and the Selling Stockholders further agree that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly,
if the  Registration  Statement  is not filed on or prior to the  Target  Filing
Date,  the  Company  shall  pay in cash or in  shares  of  Common  Stock (at the
Company's option) as liquidated damages for such failure and not as a penalty to
the Selling  Stockholders,  an amount  equal to two percent (3%) of the Purchase
Price and an additional  amount equal to one percent (1%) of the Purchase  Price
at the end of each  subsequent  30-day  period  during  which  the  Registration
Statement is not filed (the "Late Filing  Damages").  Any payments to be made to
the  Selling  Stockholders  pursuant  to this  Section  6.4(a)  shall be due and
payable  within  three (3) business  days of any demand  therefor by the Selling
Stockholders.  The parties agree that the Late Filing Damages represent the sole
and  exclusive  remedy,  whether at law or in equity,  available  to the Selling
Stockholders  if the  Registration  Statement  is not  filed  on or prior to the
Target  Filing  Date.  If the Company  elects to pay the Late Filing  Damages in
shares of Common  Stock,  such  shares  of Common  Stock  shall be valued at the
average  closing  price of a share of  Common  Stock on the  applicable  trading
market for the Common Stock for the 5-trading-day  period immediately  preceding
the date of demand of such Late Filing Damages.

                  (b) The Company and the  Selling  Stockholders  agree that the
Selling  Stockholders  may suffer damages if the  Registration  Statement is not
declared effective by the SEC on or prior to the date that is 150 days after the
date the Offering is completed (the "Effectiveness  Deadline").  The Company and
the  Selling  Stockholders  further  agree  that it  would  not be  feasible  to
ascertain  the  extent  of such  damages  with  precision.  Accordingly,  if the
Registration  Statement  is not  declared  effective  by the  SEC  prior  to the
Effectiveness  Deadline,  the  Company  shall pay in cash or in shares of Common
Stock (at the Company's  option) as liquidated  damages for such failure and not
as a penalty to the Selling Stockholders, an amount equal to two percent (3%) of
the  Purchase  Price and an  additional  amount equal to one percent (1%) of the
Purchase  Price at the end of each  subsequent  30-day  period  during which the
Registration  Statement  is  not  declared  effective  (the   "Non-Effectiveness
Damages").  Payments  to be made to the  Selling  Stockholders  pursuant to this
Section  6.4(b) shall be due and payable  within three (3) business  days of any
demand  therefor  by the  Selling  Stockholders.  The  parties  agree  that  the
Non-Effectiveness  Damages represent the sole and exclusive  remedy,  whether at
law or in equity,  available  to the Selling  Stockholders  if the  Registration
Statement is not declared  effective on or prior to the Effectiveness  Deadline.
If the Company elects to pay the  Non-Effectiveness  Damages in shares of Common
Stock,  such shares of Common Stock shall be valued at the average closing price
of a share of Common Stock on the applicable trading market for the Common Stock
for the 5-trading-day  period  immediately  preceding the date of demand of such
Non-Effectiveness Damages.


                                       12
<PAGE>

                  (c) No Selling  Stockholder  shall have any right to obtain or
seek an injunction  restraining or otherwise  delaying any such  registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Section 6.

            6.5 Expenses.

                  (a)  For  the   purposes  of  this   Section   6.5,  the  term
"Registration  Expenses"  shall mean:  all  expenses  incurred by the Company in
complying with Section 6.2 of this Agreement, including, without limitation, all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants  for the Company,  fees under state
securities laws, fees of the National  Association of Securities  Dealers,  Inc.
("NASD"),  fees and  expenses  of  listing  shares  of  Restricted  Stock on any
securities  exchange or automated quotation system on which the Company's shares
are  listed  and fees of  transfer  agents  and  registrars.  The term  "Selling
Expenses"  shall  mean:  all  underwriting  discounts  and  selling  commissions
applicable   to  the  sale  of   Restricted   Stock  and  all   accountable   or
non-accountable expenses paid to any underwriter in respect of such sale.

                  (b) Except as otherwise  provided herein, the Company will pay
all Registration  Expenses in connection with the Registration  Statements filed
pursuant to Section 6.2 of this  Agreement.  All Selling  Expenses in connection
with any Registration Statements filed pursuant to Section 6.2 of this Agreement
shall be borne by the Selling Stockholders, pro rata, on the basis of the number
of shares  registered  by each Selling  Stockholder  whose shares of  Restricted
Stock are covered by such Registration  Statement, or by such persons other than
the  Company  (except  to the extent  the  Company  may be a seller) as they may
agree.

            6.6. Obligations of the Selling Stockholders.

                  (a) In  connection  with  each  registration  hereunder,  each
Selling Stockholder will furnish to the Company in writing such information with
respect to it and the securities held by it and the proposed distribution by it,
as shall be  reasonably  requested by the Company in order to assure  compliance
with applicable  federal and state  securities laws as a condition  precedent to
including  the  Selling  Stockholder's  Restricted  Stock  in  the  Registration
Statement.  Each Selling  Stockholder  shall also promptly notify the Company of
any  changes in such  information  included  in the  Registration  Statement  or
prospectus as a result of which there is an untrue statement of material fact or
an omission  to state any  material  fact  required  or  necessary  to be stated
therein in order to make the  statements  contained  therein not  misleading  in
light of the circumstances under which they were made.

                                       13
<PAGE>

                  (b)  In  connection  with  the  filing  of  the   Registration
Statement, each Selling Stockholder shall furnish to the Company in writing such
information  and  affidavits  as the  Company  reasonably  requests  for  use in
connection with such Registration Statement or prospectus.

                  (c) In  connection  with each  registration  pursuant  to this
Agreement,  each Selling Stockholder agrees that it will not effect sales of any
Restricted  Stock  until  notified by the  Company of the  effectiveness  of the
Registration Statement,  and thereafter will suspend such sales after receipt of
telegraphic  or written  notice from the Company to suspend  sales to permit the
Company to correct or update a Registration Statement or prospectus.  At the end
of any period  during  which the  Company is  obligated  to keep a  Registration
Statement  current,   each  Selling   Stockholder  shall  discontinue  sales  of
Restricted Stock pursuant to such Registration  Statement upon receipt of notice
from the Company of its  intention to remove from  registration  the  Restricted
Stock  covered by such  Registration  Statement  that remains  unsold,  and each
Selling  Stockholder shall notify the Company of the number of shares registered
which remain unsold immediately upon receipt of such notice from the Company.


            6.7. Information Blackout and Holdbacks.

                  (a)  At  any  time  when  a  Registration  Statement  effected
pursuant to Section 6.2 is  effective,  upon written  notice from the Company to
Purchaser  that  the  Company  has  determined  in good  faith  that the sale of
Restricted Stock pursuant to the Registration Statement would require disclosure
of non-public material information,  Purchaser shall suspend sales of Restricted
Stock  pursuant to such  Registration  Statement  until such time as the Company
notifies  Purchaser  that such material  information  has been  disclosed to the
public or has ceased to be material, or that sales pursuant to such Registration
Statement may otherwise be resumed.

                  (b)  Notwithstanding  any other  provision of this  Agreement,
Purchaser  shall not effect any public  sale or  distribution  (including  sales
pursuant to Rule 144 under the Securities Act), if and when available, of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable  for such  securities,  during  the  thirty  (30) days  prior to the
commencement  of any primary  offering to be undertaken by the Company of shares
of its unissued Common Stock ("Primary Offering"),  which may also include other
securities,  and ending one hundred  twenty (120) days after  completion  of any
such Primary  Offering,  unless the Company,  in the case of a  non-underwritten
Primary Offering,  or the managing  underwriter,  in the case of an underwritten
Primary Offering, otherwise agree.

            6.8. Indemnification.

                                       14
<PAGE>

                  (a) The Company agrees to indemnify,  to the extent  permitted
by  law,  each  Selling  Stockholder,   such  Selling  Stockholder's  respective
partners,  officers,  directors,  underwriters  and each Person who controls any
Selling  Stockholder  (within the  meaning of the  Securities  Act)  against all
losses,  claims,  damages,  liabilities  and  expenses  caused by (i) any untrue
statement  of or alleged  untrue  statement  of material  fact  contained in the
Registration Statement, prospectus or preliminary prospectus or any amendment or
supplement thereto,  (ii) any omission of or alleged omission of a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  or (iii) any  violation or alleged  violation by the Company of the
Securities  Act,  the  Exchange  Act,  any state  securities  law or any rule or
regulation  promulgated  under the Securities Act, the Exchange Act or any state
securities  law in  connection  with the offering  covered by such  Registration
Statement  ("Violations");  provided,  however,  that  the  indemnity  agreement
contained in this Section  6.8(a) shall not apply to amounts paid in  settlement
of any such loss,  claim,  damage,  liability  or action if such  settlement  is
effected  without  the  consent  of the  Company,  which  consent  shall  not be
unreasonably  withheld,  nor shall the Company be liable in for any loss, claim,
damage, liability or action to the extent that it arises out of or is based upon
a Violation  which occurs in reliance  upon and in conformity  with  information
furnished  to  the  Company  by  such  Selling  Stockholder,  partner,  officer,
director, underwriter or controlling person of such Selling Stockholder.

                  (b) To the extent  permitted by law, each Selling  Stockholder
shall  indemnify  and hold  harmless the  Company,  each of its  directors,  its
officers and each person, if any, who controls the Company within the meaning of
the Securities Act, any underwriter  and any other Selling  Stockholder  selling
securities  under  such  registration  statement  or any of such  other  Selling
Stockholder's  partners,  directors or officers or any person who controls  such
Selling Stockholder,  against any losses,  claims, damages or liabilities (joint
or  several)  to which the Company or any such  director,  officer,  controlling
person,  underwriter or other such Selling  Stockholder,  or partner,  director,
officer or  controlling  person of such other  Selling  Stockholder,  may become
subject  under the  Securities  Act, the Exchange Act or other  federal or state
law,  insofar as such  losses,  claims,  damages or  liabilities  (or actions in
respect  thereto) arise out of or are based upon any Violation,  in each case to
the extent (and only to the extent) that such  Violation  occurs (i) in reliance
upon and in conformity with information furnished by such Selling Stockholder to
the Company, (ii) as a result of any failure to deliver a copy of the prospectus
relating to such Registration Statement, or (iii) as a result of any disposition
of the  Restricted  Stock in a manner  that fails to comply  with the  permitted
methods of distribution identified within the Registration Statement;  provided,
that in no event  shall  Selling  Stockholder's  obligation  under this  Section
6.8(b) exceed the net proceeds from the sale of  Restricted  Stock  purchased by
Selling Stockholder hereunder.

                  (c) Any Person entitled to indemnification hereunder shall (i)
give prompt written notice to the  indemnifying  party of any claim with respect
to which it seeks  indemnification  (provided  that the  failure to give  prompt
notice shall not impair any Person's right to  indemnification  hereunder to the
extent such failure has not prejudiced the indemnifying  party), and (ii) unless
in such indemnified  party's reasonable  judgment a conflict of interest between
such indemnified and indemnifying  parties may exist with respect to such claim,
permit such indemnifying  party to assume the defense of such claim with counsel
reasonably  satisfactory to the  indemnified  party. If such defense is assumed,
the indemnifying  party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

                                       15
<PAGE>

                  (d) If the indemnification provided for in this Section 6.8 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any losses,  claims,  damages or  liabilities  referred to
herein,  the indemnifying  party, in lieu of indemnifying such indemnified party
thereunder,  shall to the extent  permitted by applicable  law contribute to the
amount  paid or  payable  by such  indemnified  party as a result of such  loss,
claim,  damage or liability in such  proportion as is appropriate to reflect the
relative fault of the indemnifying  party on the one hand and of the indemnified
party on the other in  connection  with the  violation(s)  described  in Section
6.8(a) that resulted in such loss,  claim,  damage or liability,  as well as any
other relevant equitable considerations.  The relative fault of the indemnifying
party and of the  indemnified  party  shall be  determined  by a court of law by
reference to, among other things, whether the untrue or alleged untrue statement
of a  material  fact  or the  omission  to  state a  material  fact  relates  to
information  supplied by the indemnifying  party or by the indemnified party and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such  statement or  omission;  provided,  that in no event
shall  any  contribution  by a  Selling  Stockholder  hereunder  exceed  the net
proceeds from the sale of the Restricted Stock purchased by Selling  Stockholder
hereunder.

                  (e) The  indemnification  provided  for under  this  Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the  indemnified  party or any  officer,  director  or  controlling
Person of such  indemnified  party and shall survive the transfer of securities.
The Company also agrees to make such  provisions as are reasonably  requested by
any indemnified  party for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

      7. Confidentiality. Purchaser acknowledges and agrees that:

            (a)  All of  the  information  contained  herein  and  in the  other
Offering  Documents is of a confidential  nature and may be regarded as material
non-public information under Regulation FD of the Securities Act.

            (b) This  Agreement  and the  other  Offering  Documents  have  been
furnished to Purchaser by the Company for the sole purpose of enabling Purchaser
to  consider  and  evaluate  an  investment  in the  Company,  and  will be kept
confidential by Purchaser and not used for any other purpose.

            (c) The existence of this  Agreement and the  information  contained
herein shall not, without the prior written consent of the Company, be disclosed
by Purchaser to any person or entity,  other than Purchaser's personal financial
and legal  advisors  for the sole purpose of  evaluating  an  investment  in the
Company,  and Purchaser  will not,  directly or  indirectly,  disclose or permit
Purchaser's  personal  financial  and legal  advisors to  disclose,  any of such
information without the prior written consent of the Company.

                                       16
<PAGE>

            (d) Purchaser shall make its  representatives  aware of the terms of
this  section and to be  responsible  for any breach of this  Agreement  by such
representatives.

            (e) Purchaser  shall not,  without the prior written  consent of the
Company,  directly or indirectly,  make any statements,  public announcements or
release to trade publications or the press with respect to the subject matter of
this Agreement and the other Offering Documents.

            (f) If Purchaser decides to not pursue further  investigation of the
Company or to not  participate in the Offering,  Purchaser will promptly  return
this Agreement, the other Offering Documents and any accompanying  documentation
to the Company.

      8.  Non-Public   Information.   Purchaser  acknowledges  that  information
concerning  the  matters  that are the  subject  matter  of this  Agreement  may
constitute   material   non-public   information  under  United  States  federal
securities  laws,  and that United States federal  securities  laws prohibit any
person who has received material non-public  information relating to the Company
from purchasing or selling securities of the Company, or from communicating such
information  to  any  person  under  circumstances  in  which  it is  reasonably
foreseeable  that such person is likely to purchase  or sell  securities  of the
Company.  Accordingly,  until such time as any such  non-public  information has
been adequately disseminated to the public, Purchaser shall not purchase or sell
any  securities of the Company,  or  communicate  such  information to any other
person.

      9. Entire Agreement.  This Agreement contains the entire agreement between
the parties and supercedes all prior agreements and understandings, both written
and oral,  between the parties with respect to the subject matter hereto, and no
party  shall be  liable  or  bound  to any  other  party  in any  manner  by any
warranties, representations,  guarantees or covenants except as specifically set
forth in this  Agreement.  Nothing in this  Agreement,  express or  implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,   remedies,   obligations  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

      10.  Amendment  and  Modification.  This  Agreement  may  not be  amended,
modified or  supplemented  except by an  instrument  or  instruments  in writing
signed by the party against whom enforcement of any such amendment, modification
or supplement is sought.

      11. Extensions and Waivers. At any time prior to the Closing,  the parties
hereto  entitled to the benefits of a term or provision  may (a) extend the time
for the  performance  of any of the  obligations  or other  acts of the  parties
hereto,  (b)  waive  any  inaccuracies  in the  representations  and  warranties
contained herein or in any document,  certificate or writing delivered  pursuant
hereto,  or (c) waive  compliance  with any obligation,  covenant,  agreement or
condition  contained  herein.  Any  agreement on the part of a party to any such
extension  or  waiver  shall be valid  only if set  forth  in an  instrument  or
instruments in writing signed by the party against whom  enforcement of any such
extension  or waiver is  sought.  No  failure  or delay on the part of any party
hereto in the  exercise  of any right  hereunder  shall  impair such right or be
construed  to  be  a  waiver  of,  or   acquiescence   in,  any  breach  of  any
representation, warranty, covenant or agreement.

                                       17
<PAGE>

      12. Successors and Assigns. This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns,  provided,  however,  that no party  hereto  may  assign  its rights or
delegate its obligations  under this Agreement without the express prior written
consent of the other  party  hereto.  Except as  provided  in  Sections 5 and 6,
nothing in this  Agreement  is  intended  to confer  upon any person not a party
hereto (and their successors and assigns) any rights,  remedies,  obligations or
liabilities under or by reason of this Agreement.

      13.   Survival  of   Representations,   Warranties  and   Covenants.   The
representations  and warranties  contained  herein shall survive the Closing and
shall  thereupon  terminate  18  months  from  the  Closing,   except  that  the
representations  contained in Sections 3(a),  3(b), 4(a), and 4(b) shall survive
indefinitely. All covenants and agreements contained herein which by their terms
contemplate  actions  following the Closing shall survive the Closing and remain
in full force and effect in accordance with their terms. All other covenants and
agreements  contained  herein shall not survive the Closing and shall  thereupon
terminate.

      14.  Headings;   Definitions.  The  Section  headings  contained  in  this
Agreement are inserted for convenience of reference only and will not affect the
meaning  or  interpretation  of  this  Agreement.  All  references  to  Sections
contained herein mean Sections of this Agreement unless  otherwise  stated.  All
capitalized terms defined herein are equally applicable to both the singular and
plural forms of such terms

      15.  Severability.  If any provision of this Agreement or the  application
thereof to any person or circumstance is held to be invalid or  unenforceable to
any extent,  the  remainder  of this  Agreement  shall  remain in full force and
effect and shall be reformed to render the Agreement valid and enforceable while
reflecting to the greatest extent permissible the intent of the parties.

      16. Notices.  All notices  hereunder  shall be sufficiently  given for all
purposes  hereunder if in writing and delivered  personally,  sent by documented
overnight  delivery  service or, to the extent  receipt is confirmed,  telecopy,
telefax or other electronic  transmission  service to the appropriate address or
number as set forth below:

                  If to the Company:

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

                  with a copy to:

                           Fox Rothschild LLP
                           997 Lenox Drive
                           Building 3
                           Lawrenceville, NJ 08648-2311
                           Attention:  Vincent A. Vietti, Esquire

                                       18
<PAGE>

                  If to Purchaser:

                  To that address indicated on the signature page hereof.

      17.  Governing Law. This  Agreement  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 to the extent that the General  Corporation Law of the State of
Nevada shall apply to the internal corporate governance of the Company.

      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 Princeton,  New Jersey.  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.  Counterparts.  This  Agreement  may  be  executed  and  delivered  by
facsimile  in two or more  counterparts,  each of which shall be deemed to be an
original, but all of which together shall constitute one and the same agreement.



                                       19
<PAGE>



      IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have
caused this Agreement to be executed as of the date set forth below.



                                                        PURCHASER



Date: ____________________                              ________________________



                                             By: ______________________
                                             Name: ____________________
                                             Title: ___________________
                                             Address:___________________________
                                             ___________________________________
                                             ___________________________________


                                             Social Security
                                             or Tax ID No.: ____________________

                                             Number of Units Purchased: ________

                                             Purchase Price: $___________

                                             ____ Units @ $50,000 per Unit



                                             BPK RESOURCES, INC.


Date:____________________
                                             By: _____________________
                                                  Name: _________________
                                                  Title: ___________________




                                       20