<SEQUENCE>4

<FILENAME>v039924_ex10-3.txt

<TEXT>

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED

      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES

      MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE

      REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF

      COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN

      COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT

      OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.





                        CALLABLE SECURED CONVERTIBLE NOTE



San Diego, California

March 31, 2006                                                           $77,000



            FOR VALUE RECEIVED, THE JACKSON RIVERS COMPANY, a Florida

Corporation (hereinafter called the "Borrower"), hereby promises to pay to the

order of AJW PARTNERS, LLC or registered assigns (the "Holder") the sum of

$77,000, on March 31, 2009 (the "Maturity Date"), and to pay interest on the

unpaid principal balance hereof at the rate of six percent (6%) (the "Interest

Rate") per annum from March 31, 2006 (the "Issue Date") until the same becomes

due and payable, whether at maturity or upon acceleration or by prepayment or

otherwise. Any amount of principal or interest on this Note which is not paid

when due shall bear interest at the rate of fifteen percent (15%) per annum from

the due date thereof until the same is paid ("Default Interest"). Interest shall

commence accruing on the Issue Date, shall be computed on the basis of a 365-day

year and the actual number of days elapsed and shall be payable quarterly

provided that no interest shall be due and payable for any month in which the

Trading Price (as such term is defined below) is greater than $.02 for each

Trading Day (as such term is defined below) of the month. All payments due

hereunder (to the extent not converted into common stock, $.0001 par value per

share (the "Common Stock") in accordance with the terms hereof) shall be made in

lawful money of the United States of America. All payments shall be made at such

address as the Holder shall hereafter give to the Borrower by written notice

made in accordance with the provisions of this Note. Whenever any amount

expressed to be due by the terms of this Note is due on any day which is not a

business day, the same shall instead be due on the next succeeding day which is

a business day and, in the case of any interest payment date which is not the

date on which this Note is paid in full, the extension of the due date thereof

shall not be taken into account for purposes of determining the amount of

interest due on such date. As used in this Note, the term "business day" shall

mean any day other than a Saturday, Sunday or a day on which commercial banks in

the city of New York, New York are authorized or required by law or executive

order to remain closed. Each capitalized term used herein, and not otherwise

defined, shall have the meaning ascribed thereto in that certain Securities

Purchase Agreement, dated March 31, 2006, pursuant to which this Note was

originally issued (the "Purchase Agreement").





<PAGE>



      This Note is free from all taxes, liens, claims and encumbrances with

respect to the issue thereof and shall not be subject to preemptive rights or

other similar rights of shareholders of the Borrower and will not impose

personal liability upon the holder thereof. The obligations of the Borrower

under this Note shall be secured by that certain Security Agreement and

Intellectual Property Security Agreement, each dated March 31, 2006 by and

between the Borrower and the Holder.



      The following terms shall apply to this Note:



                          ARTICLE I. CONVERSION RIGHTS

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