Preview | Convertible Note |

THE JACKSON RIVERS COMPANY, (OTCBB:JKRI) a Florida corporation (the Company), for value received hereby promises to pay to the order of PAUL NICHOLS, and or assignee (Payee), the Principal Amount of Sixty Thousand and No/100 Dollars ($60,000.00) on or before the Due Date of this Note at the office of the Payee at 550 Greens Parkway, Suite 230, Houston, Texas 77067, with accrued interest payments & principal from the date of issuance of this Note at the rate of eight percent (8.0%) per annum due and payable on or before May 13, 2006 (the Due Date).

For the purpose of calculating interest for any period for which interest shall be payable, such interest shall be calculated on the basis of a 30 day month and a 360 day year. Except as otherwise provided herein, all sums of past due principal and interest shall bear interest at the maximum rate of interest permitted by applicable law.

(a) The Company shall maintain an office at 550 Greens Parkway, Suite 230, Houston, Texas 77067, or at such other place as the Company may designate by written notice given pursuant to the terms hereof, where notices, presentations and demands to or upon the Company in respect of this Note may be made or given.

(b) The Company shall promptly cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company or any subsidiary or upon the income and profits of, or upon any property belonging to the Company or any subsidiary before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the amount or validity thereof shall be contested in good faith by appropriate proceedings, and the Company or such subsidiary, as the case may he, shall set aside on its books reserves with respect thereto which the Company and the independent public accountants who are at the time employed to audit the books and accounts of the Company or such subsidiary consider adequate.

The Company shall at all times cause its physical property and the physical property of its subsidiaries used or desirable in the conduct of the business of the Company or its subsidiaries to be maintained, preserved, protected and kept in good repair, working order and condition, and from time to time cause to be made all needful and proper repairs, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may in the opinion of the Company be properly and advantageously conducted at all times; provided, however, that nothing in this Paragraph 1(c) shall require the Company or any subsidiary to maintain, preserve, protect or keep in good repair, working order or condition any physical property which, in the sole discretion of the Company, is obsolete or surplus or unfit for use or may not be used advantageously in the conduct of the business of the Company or such subsidiary, as the case may be.