Exhibit 10.2
AMOUNT: $______________ DATE: ________ __, 200_
FOR VALUE RECEIVED, BPK RESOURCES, INC. ("Borrower") hereby promises to
pay to the order of __________________ ("Lender") the principal sum of
______________ THOUSAND ($____,000) DOLLARS. Payment in full, plus accrued
interest of Ten (10%) percent per annum shall be made in lawful money of the
United States, at the principal address of Lender, or such other place as the
holder of this Note may designate, on or before March 31, 2006 (the "Maturity
Date").
Borrower shall have the privilege without premium or penalty, at any time
and from time to time, of prepaying this Note in whole or in part.
No partial prepayment shall postpone or interrupt the payment of the
remaining principal balance, all of which shall continue to be due and payable
at the time and the manner set forth above.
Xxxxxx understands that Borrower will be using the proceeds of the loan to
fund advances to Graphite Technologies, Inc, a Delaware corporation
("Graphite"). In the event that Borrower and Graphite terminate discussions
regarding a possible business combination at any time prior to Xxxxxxxx's
repayment of all principal and interest due hereunder and as a result of such
termination Borrower obtains any option or right to acquire an equity interest
in Graphite, as an inducement to make the loan, Borrower shall assign to Lender
a pro rata portion of such option. The pro rata portion of the option shall
equal the product of the total amount of equity interest subject to the option
and a fraction the numerator of which is the amount of this loan and denominator
of which is the total amount of advances made by Borrower to Graphite.
Xxxxxxxx agrees that a default shall occur hereunder in the event that
payment is not made on or prior to the Maturity Date and such default continues
for a period of ten (10) days from the date of demand therefor. After the
expiration of such ten (10) day period interest shall accrue on the unpaid
balance due hereunder at a rate of Twelve (12%) percent, together with
attorneys' fees for collection and payment of the same, which sums may be
enforced and recovered by the entry of judgment on this.
Borrower (and all endorsers, sureties and guarantors) waives presentment
for payment, demand, notice of demand, notice of nonpayment or dishonor, protest
and notice of protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Note; liability hereunder shall be unconditional and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Lender.
Borrower shall pay the cost of any revenue, tax or other stamps now or
hereafter required by law at any time to be affixed to this Note or any security
documents executed in conjunction herewith, and if any taxes be imposed with
respect to debts secured by any such security documents or with respect to notes
evidencing debts so secured Xxxxxxxx agrees to pay or to reimburse Lender upon
demand the amount of such taxes.
The words "Lender" and "Borrower" whenever occurring herein shall be
deemed and construed to include their respective successors and assigns of
Lender and Xxxxxxxx.
This instrument shall be construed according to and governed by the laws
of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Xxxxxxxx has duly executed this Promissory Note under
seal the day and year first above mentioned.
BPK RESOURCES, INC.
BY:________________________
NAME:
TITLE:
