EXHIBIT 10.11

      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.

                           TOUCHSTONE RESOURCES USA,

                              INC. CONVERTIBLE NOTE

$_____________                                             Dated:  _______, 2004


            FOR VALUE RECEIVED, the undersigned,  Touchstone Resources USA, 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 1.58% per  annum,  the short
term  Applicable  Federal Rate in effect for March 2004, 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 one (1) year after the date hereof  (hereinafter  the  "Maturity
Date"),  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 1.58% per annum.

      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

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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  indebtedness  owed to
Trident Growth Fund,  L.P.,  (ii) 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 (iii) 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

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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.

      5. Conversion Feature. The Convertible Note shall automatically convert (a
"Mandatory  Conversion";  the date of the Mandatory Conversion,  the "Conversion
Date") into that number of shares of Common Stock as determined  herein upon the
earlier of (i) the filing of an amendment to the Certificate of Incorporation of
the  Maker  increasing  the  number  of  shares  of  Common  Stock  the Maker is
authorized  to issue such that a sufficient  number of shares is  authorized  so
that this Convertible Note and all substantially  similar convertible notes sold
in the offering described in the Securities  Purchase Agreement can be converted
into Common Stock;  or (ii) the first Business Day after the effective date of a
reverse  stock  split of the  outstanding  shares  of Common  Stock  such that a
sufficient  number of shares is authorized so that each Convertible Note and all
substantially  similar  convertible notes sold in the offering  described in the
Securities  Purchase Agreement can be converted into Common Stock. The number of
shares of Common Stock that shall be issuable upon conversion of the Convertible
Note shall  equal 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,  rounded to the nearest  whole share.  No
partial share will be issued,  Any partial shares will be rounded 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 the 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 $1.00, 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

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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.

            (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

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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.

      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:

                           Touchstone Resources USA, Inc.
                           111 Presidential Boulevard
                           Suite 158A
                           Bala Cynwyd, PA 19004
                           Attention:  Stephen P. Harrrington

                           With a copy to:

                           Vincent A. Vietti, Esquire
                           Spector Gadon & Rosen, P.C.
                           1635 Market Street, 7th Floor
                           Philadelphia, PA  19103

                           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.

      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.

<PAGE>

      12.  Governing  Law.  This  Convertible  Note  shall  be  governed  by and
construed  in  accordance  with the laws of the  Commonwealth  of  Pennsylvania,
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 Delaware  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.

                                       TOUCHSTONE RESOURCES USA, INC.


                                       By:
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