EXHIBIT 10.1

                   AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
                      FOR PROMISSORY NOTE AND COMMON STOCK

         THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT, dated as of March 10,
2008, is by and between the  undersigned  person (the  "Subscriber")  and Jacobs
Financial Group, Inc., a Delaware  corporation with principal offices located at
300 Summers Street, Suite 970, Charleston,  West Virginia 25301 (the "Company"),
and amends certain terms of the Subscription  Agreement dated _________ __, 2007
(the "Original  Subscription  Agreement"),  entered into by Subscriber  with the
Company.

SECTION 1. SUBSCRIPTION.

1.1 Pursuant to the Original Subscription Agreement,  Subscriber became one of a
group of persons (the "Bridge  Lenders") who provided an aggregate of $2,500,000
in  financing  (the  "Bridge   Financing")  to  the  Company.  As  used  herein,
Subscriber's  "Pro Rata Share" means  Subscribers  share of such financing which
shall be  expressed as a  percentage  derived by dividing the Purchase  Price of
Subscriber stated in the Original Subscription Agreement by $2,500,000.

1.2 The Company has offered to the  undersigned  the opportunity to exchange the
promissory note previously  issued by the Company to Subscriber in the principal
amount of $____ (the "Original  Bridge Note") for an Amended  Promissory Note in
the form attached hereto as Exhibit A (the "Amended Bridge Note"), together with
Common  Stock of the Company  (the  "Common  Shares" and  collectively  with the
Amended Bridge Note, the "Securities").

1.3 The  Subscriber  hereby  accepts  the offer of the  Company  and tenders the
Original  Bridge  Note to the  Company  for  cancellation  in  exchange  for the
Company's  issuance to Subscriber  of the Amended  Bridge Note and Common Shares
(the  "Purchased  Securities") as more fully  described  hereafter.  The Company
acknowledges Subscriber's previous delivery to the Company of the Purchase Price
specified  in  the  Original   Subscription   Agreement   and  that  no  further
consideration  to the Company,  other than the modification of the terms of this
Agreement and the Amended Bridge Note, shall be payable by Subscriber.

1.4 The Subscriber confirms the information provided and representations made in
the Original  Subscription  Agreement or provides correction to such information
and  representations  in this Agreement,  including  Appendices A and B attached
thereto and hereto.  The Subscriber hereby deliveres to the Company two executed
copies of this Agreement.

1.5 Upon  receipt of the  executed  copies of this  Agreement  and the  Original
Promissory Note by the Company, the Company shall affix its signature hereto and
shall  execute  and  deliver  to  Subscriber  one  fully-executed  copy  of this
Agreement,  countersigned by the Company,  and the executed  Amended  Promissory
Note and shall cancel the Original Promissory Note.

SECTION 2. AGREEMENTS RESPECTING COMMON SHARES.

2.1      Common  Shares have been or shall be issued to Subscriber in accordance
         with the following:

                                       1
<PAGE>

(a)      Effective as of March 10, 2008,  the Company  shall issue or shall have
         issued to  Subscriber a number of Common  Shares equal to  Subscriber's
         Pro Rata Share of 5% of the outstanding Common Shares;

(b)      Upon the Company's  consummation  of a Qualified  Financing (as defined
         below), the Company shall issue to Subscriber a number of Common Shares
         which when added to the Common Shares issued to Subscriber  pursuant to
         paragraph  (a) of this Section  will  represent  Subscriber's  Pro Rata
         Share of the Applicable Percentage. For purposes of this paragraph (b),

         "Qualified  Financing"  means a  financing  involving  the  issuance of
         equity  securities  that  generates  net  proceeds to the Company of at
         least $15 million on or before September 10, 2013, and

         "Applicable  Percentage" means the percentage of the outstanding Common
         Shares of the Company  determined  as of the date of  determination  as
         follows:  If the Qualified  Financing  consists of $50 million or more,
         the Bridge  Lenders will receive 20% of the common stock of the Company
         that would otherwise be retained by the holders of the Company's Common
         Shares  immediately  prior  to the  financing  -- for  example,  if $60
         million of permanent  financing is raised in the Qualified Financing in
         exchange  for 80% of the common stock so that the  shareholders  of the
         Company  immediately prior to the Qualified Financing would have 20% of
         the common stock, the Applicable Percentage to which the Bridge Lenders
         would be entitled would be 4% of the common stock outstanding following
         the Qualified  Financing  (I.E., on a post money basis) (20% x 20%). If
         the  Qualified  Financing is for an amount less than $50  million,  the
         percentage  will be reduced on a sliding  scale to a fraction of 20% of
         the amount  retained by holders of the  Company's  Common Shares (where
         the  numerator is the amount of financing  and the  denominator  is $50
         million) -- for  example,  if $40 million is raised in exchange for 60%
         of common stock so that the current  shareholders would have 40% of the
         common stock,  the  Applicable  Percentage to which the Bridge  Lenders
         would  be  entitled  would  be 6.4%  of the  common  stock  outstanding
         following the Qualified  Financing (I.E., on a post money basis) (40/50
         x 20% x 40%).

(c)      In the event that,  under its terms,  the Amended  Bridge Note  becomes
         subject to Extended  Maturity and is to be retired in  accordance  with
         the Amortization Schedule (each, as defined therein), the Company shall
         issue to  Subscriber  Subscriber's  Pro Rata Share of the Common Shares
         set forth in the following table:
<TABLE>
<CAPTION>
<S>                                                         <C>
          ------------------------------------------------- --------------------------------------------
                          DATE OF ISSUANCE                               NUMBER OF SHARES
          ------------------------------------------------- --------------------------------------------
                         September 10, 2008                              2% of outstanding
          ------------------------------------------------- --------------------------------------------
          Each March 10 and September 10 thereafter until
                 retirement of Amended Bridge Note                       2% of outstanding
          ------------------------------------------------- --------------------------------------------
</TABLE>

                                       2
<PAGE>

         The number of Common  Shares  constituting  the  percentage so provided
         shall be computed taking into account the number of outstanding  shares
         of Common Stock as of the applicable date, plus the Common Shares to be
         issued to Subscriber as of such date as provided  herein.  Subscriber's
         entitlement  to be issued  Common  Shares  under  Section  2.2(c) shall
         terminate  upon  retirement  of the Amended  Bridge Note,  including by
         prepayment prior to the applicable date of issuance.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Subscriber that:

3.1 This  Agreement  has been duly  authorized,  executed  and  delivered by the
Company,  and constitutes a legal,  valid and binding obligation of the Company,
enforceable in accordance with its terms.

3.2 The Company has the power and authority to issue the  Purchased  Securities,
and, when issued in accordance herewith, the Purchased Securities shall be fully
paid and non-assessable.

3.3 The Company has  reserved for issuance in  accordance  herewith,  and at all
times during which the Amended Bridge Note remains  outstanding,  shall maintain
in reserve  for  issuance  in  accordance  herewith,  a number of Common  Shares
sufficient to fully satisfy the obligations of the Company pursuant to Section 2
of this Agreement.

SECTION 4.  REPRESENTATIONS  AND  WARRANTIES OF THE  SUBSCRIBER.  The Subscriber
represents and warrants to the Company that:

4.1 This  Agreement  has been duly  authorized,  executed  and  delivered by the
Subscriber,  and  constitutes  a legal,  valid  and  binding  obligation  of the
Subscriber, enforceable in accordance with its terms.

4.2 The Subscriber  understands the confidential nature of the subject matter of
this Agreement and agrees not to disclose the name of the Company or any matters
associated  therewith  prior to the public  announcement  by the  Company of the
transactions effected hereby.  Further,  Subscriber  understands that trading in
the Common Stock of the Company based upon information  derived from the Company
in the process of this Subscription is strictly  prohibited and subject to legal
prohibitions and sanctions under federal securities laws.

4.3 The Subscriber has had the opportunity to review the Amended Bridge Note and
this Agreement with its counsel or other financial advisors.

4.4 The  Subscriber  has  knowledge  and  experience  in financial  and business
matters  sufficient  to  enable  it to  evaluate  the  merits  and  risks  of an
investment in the Purchased Securities.



                                       3
<PAGE>

4.5 The Subscriber is acquiring the Purchased  Securities  hereunder for its own
account, solely for investment and not with a view to the resale or distribution
thereof  within  the  meaning of the  Securities  Act of 1933,  as amended  (the
"Securities Act").

4.6 The Subscriber  understands that its acquisition of the Purchased Securities
is an illiquid and may be a long-term  investment;  and,  without  impairing its
financial  condition,  it is  able  to  hold  the  Purchased  Securities  for an
indefinite  period of time and would be able to  suffer a  complete  loss of its
investment without undue financial hardship.

4.7 The  Subscriber  has had an  opportunity  to ask  questions  of and  receive
answers from the Company and its officers  concerning  the Company and the terms
and conditions of the Purchased  Securities and has had an opportunity to obtain
additional  information  from the  Company to the  extent  deemed  necessary  or
advisable by the  Subscriber in order to verify the accuracy of the  information
obtained.  The Subscriber has, to the extent deemed necessary by the Subscriber,
consulted with its own advisors (including the Subscriber's attorney, accountant
or investment  advisor)  regarding the Subscriber's  investment in the Purchased
Securities and understands the significance  and effect of its  representations,
warranties, acknowledgments and agreements set forth in this Agreement.

4.8 The  Subscriber  has reviewed  copies of the public  filings of the Company,
including  those on Forms 10-KSB and 10-QSB.  The Subscriber  has, to the extent
deemed necessary by the Subscriber, completed due diligence and such independent
investigation concerning the Company and the terms and conditions of the sale of
the Purchased Securities contemplated hereby as it has deemed advisable.

4.9  The  Subscriber  acknowledges  that  neither  the  Company,  nor any of its
officers,  representatives  or affiliates,  nor any other person or entity,  has
made any representations or warranties with respect to the Company, its business
or the Purchased Securities other than as set forth herein.

4.10 The  Subscriber  understands  that the Purchased  Securities  have not been
registered  under the  Securities  Act in reliance  upon an  exemption  from the
registration  requirements  of the  Securities  Act  pursuant  to  Section  4(2)
thereof, that the Purchased Securities have not been registered under applicable
state  securities  laws,  and that the Purchased  Securities  may not be sold or
otherwise  disposed of unless registered under the Securities Act and applicable
state securities laws (the Company being under no obligation to so register such
Purchased  Securities) or exempted from  registration.  The  Subscriber  further
understands  that  the  exemption  from   registration   afforded  by  Rule  144
promulgated under the Securities Act is not presently  available with respect to
the Purchased Securities.

4.11 The Subscriber is an "Accredited  Investor" as such term is defined in Rule
501 of  Regulation D promulgated  under the  Securities  Act and has  accurately
completed Appendix A to this Agreement.

                                       4
<PAGE>

4.12 The  Subscriber  acknowledges  that  neither  the Company nor any person or
entity acting on its behalf has offered to sell any of the Purchased  Securities
to the Subscriber by means of any form of general  solicitation  or advertising,
including without  limitation (i) any  advertisement,  article,  notice or other
communication  published  in  any  newspaper,  magazine  or  similar  media,  or
broadcast  over  television  or radio,  and (ii) any  seminar or  meeting  whose
attendees have been invited by any general solicitation or general advertising.

SECTION 5. GENERAL.

5.1 NOTICES. All notices,  requests,  demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if  delivered to
the parties at the addresses set forth below or on Appendix B, as applicable, as
same may be  modified  from time to time.  Each such  notice,  request  or other
communication  shall be  effective  (a) if given by  facsimile  or e-mail,  when
electronic  confirmation  that  such  facsimile  or e-mail  is  received  at the
facsimile  number  or  e-mail  address  set  forth  below or on  Appendix  B, as
applicable, if such facsimile or e-mail is transmitted on a business day, and if
not, then on the next business day  thereafter,  or (b) if given by mail,  three
(3) days after mailed by registered or certified mail (return receipt requested)
or (c) if given by express  courier,  on the day delivered by an express courier
(with confirmation from recipient) to the following addresses:

(a)      if to the Company, to:

                           Jacobs Financial Group, Inc.
                           300 Summers Street, Suite 970
                           Charleston, West Virginia 25301
                           Attention: President
                           Facsimile No.: 304-342-9726

(b)      if to the Subscriber,  to its mailing  address and facsimile  number or
         e-mail address as shown on the Appendix B to this Agreement.

Notice of any change in any address or  facsimile  number shall also be given in
the manner set forth  above.  Whenever  the  giving of notice is  required,  the
giving  of such  notice  may be waived by the party  entitled  to  receive  such
notice.

5.2 ENTIRE AGREEMENT.  This Agreement  contains the entire agreement between the
parties hereto with respect to the purchase and sale of the Purchased Securities
and supersedes all prior agreements or understandings  among the parties related
to such matters.

5.3  BINDING  EFFECT.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

5.4  AMENDMENT  AND  MODIFICATION.  This  Agreement  may be  amended,  modified,
superseded, canceled, renewed or extended, and the terms or covenants hereof may
be waived,  only by a written  instrument  executed by all of the parties hereto
or,  in the  case of a  waiver,  by the  party  waiving  compliance.  Except  as

                                       5
<PAGE>

otherwise  specifically  provided in this  Agreement,  no waiver by either party
hereto of any breach by the other party hereto of any  condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of a
similar or  dissimilar  provision  or  condition  at the same or at any prior or
subsequent time.

5.5 GOVERNING LAW. This Agreement  shall be construed and enforced in accordance
with,  and the rights of the parties shall be governed by, the laws of the State
of West  Virginia,  without giving effect to the principles of conflicts of laws
thereof.

5.6 HEADINGS. Headings of the sections in this Agreement are intended solely for
convenience,  and no provision of this Agreement is to be construed by reference
to the heading of any section.

5.7  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  and all of which  together  shall
constitute one and the same agreement.

5.8 FEES AND EXPENSES. The Company, on the one hand, and the Subscriber,  on the
other  hand,  shall pay the  respective  fees and  expenses  incurred by them in
connection with the transactions contemplated herein.

5.9  SEVERABILITY.  Any term or provision of this Agreement  which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting the validity or  enforceability  of any of the terms and provisions of
this Agreement in any other jurisdiction.

5.10  FURTHER  ACTIONS.  The  parties  hereto  agree  to  execute  such  further
instruments  and to take such further  actions as may reasonably be necessary to
carry out the intent of this Agreement.


                                       6
<PAGE>



         IN WITNESS  WHEREOF,  the Subscriber and the Company have executed this
Subscription Agreement.


-------------------------------------------- -----------------------------------
SUBSCRIBER:                                  COMPANY:

Name (print)                                 JACOBS FINANCIAL GROUP, INC.

------------------------------               ------------------------------
                                                      John M. Jacobs, President
Signature:
                                             Date:
------------------------------                        -------------------------

If an entity, name and title of signatory:

Name:    ________________________
Title:   ________________________

Date:    ________________________
-------------------------------------------- -----------------------------------


















                                       7
<PAGE>
                                   APPENDIX A

                           ACCREDITED INVESTOR STATUS

Please mark the appropriate box next to each description applicable to you.

[___] A corporation  or a  partnership,  not formed for the specific  purpose of
acquiring Securities, with total assets in excess of $5,000,000.

[___] A natural person whose  individual net worth, or joint net worth with that
person's spouse, exceeds $1,000,000.

[___] A natural person who had  individual  income in excess of $200,000 in each
of the most  recent two years,  or joint  income  with that  person's  spouse in
excess of $300,000 in each of the most recent two years and who has a reasonable
expectation of reaching the same income level in the current year.

[___] A director or executive officer (as defined in Rule 501(f) of Regulation D
promulgated under the Securities Act) of the Company.

[___] A bank (as defined in Section  3(a)(2) of the Securities Act) or a savings
and loan association or other  institution (as defined in Section  3(a)(5)(A) of
the Securities Act) whether acting in its individual or fiduciary capacity.

[___] A broker or dealer  registered  pursuant  to Section 15 of the  Securities
Exchange Act of 1934, as amended.

[___] An insurance company (as defined in Section 2(13) of the Securities Act).

[___] An investment  company registered under the Investment Company Act of 1940
(the "Investment Company Act") or a business  development company (as defined in
Section 2(a)(48) of the Investment Company Act).

[___] A Small Business  Investment  Company  licensed by the U.S. Small Business
Administration  under Section 301(c) or (d) of the Small Business Investment Act
of 1958.

[___] A plan established and maintained by a state, its political  subdivisions,
or any agency or instrumentality of a state or its political  subdivisions,  for
the  benefit  of its  employees,  if such  plan has  total  assets  in excess of
$5,000,000.

[___] An employee  benefit  plan within the meaning of the  Employee  Retirement
Income Security Act of 1974 ("ERISA") if (A) the investment  decision is made by
a plan  fiduciary (as defined in Section 3(21) of ERISA) which is either a bank,
savings  and  loan  association,  insurance  company  or  registered  investment
advisor,  or (B) the  employee  benefit  plan has  total  assets  in  excess  of
$5,000,000, or (C) if the plan is a self-directed plan, its investment decisions
are made solely by persons who are accredited investors.

[___] An individual retirement account the beneficiary of which is an accredited
investor  under  the  standards  for  natural  persons  set  forth  above  (I.E.
$1,000,000 net worth or $200,000 individual income or $300,000 joint income with
spouse).

[___] A private business  development  company (as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940).

                                      A-1
<PAGE>

[___] A trust,  with total  assets in excess of  $5,000,000,  not formed for the
specific  purpose of acquiring  Securities,  whose  acquisition is directed by a
person who,  either alone or with his or her  purchaser  representative(s),  has
such knowledge and experience in financial  business matters that such person is
capable of evaluating the merits and risks of acquiring Securities.

[___] An  organization  described in Section  501(c)(3) of the Internal  Revenue
Code of 1986, as amended,  or a Massachusetts  or similar  business  trust,  not
formed for the specific  purpose of acquiring  Securities,  with total assets in
excess of $5,000,000.

[___] An entity in which all of the equity  owners meet the  requirements  of at
least one of the above subparagraphs for accredited investors.



































                                      A-2

<PAGE>

                                   APPENDIX B

GENERAL INFORMATION. Please print or type the following information about you:

         PART A.  (TO BE COMPLETED BY NATURAL PERSONS)
         --------------------------------------------

         Full Name:         _________________________________________
         Residence Address:        Number                Street


                           _____________________________________________________
                                  City              State             Zip

         Telephone Number: _____________     Facsimile Number:__________________

         Email Address:    _____________________________________________________

         Name of Employer: _____________________________________________________

         Business Address and Telephone Number: ________________________________

                                                ________________________________

         Telephone Number:  _______________     Facsimile Number:______________

         Social Security Number:    ______-_____-___________


         PART B.           (TO BE COMPLETED BY ENTITIES)
         ------             ----------------------------

         Name:             _____________________________________________________

         Business Address: _____________________________________________________
                                  Number                Street


                           _____________________________________________________
                                  City              State             Zip

         Telephone Number: _____________     Facsimile Number:__________________

         Email Address:    _____________________________________________________

         Name and Title of
         Individual Executing Questionnaire:    ________________________________
         Principal Business:                    ________________________________
         State and Year of Organization:        ________________________________
         Tax Identification Number:             ________________________________



                                      B-1
<PAGE>
                                                                       EXHIBIT A

                                 AMENDED PROMISSORY NOTE
          (AMENDING AND REPLACING PROMISSORY NOTE DATED _______, 200_)

THIS  PROMISSORY  NOTE HAS BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM
REGISTRATION  UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), AND APPROPRIATE
EXEMPTIONS  FROM  REGISTRATION  UNDER THE  SECURITIES  LAWS OF OTHER  APPLICABLE
JURISDICTIONS.  THIS  PROMISSORY  NOTE  MAY NOT BE  OFFERED  FOR  SALE,  SOLD OR
TRANSFERRED  OTHER THAN  PURSUANT TO AN EFFECTIVE  REGISTRATION  OR AN EXEMPTION
THEREFROM  SATISFACTORY  TO THE  ISSUER  UNDER  THE 1933 ACT AND THE  APPLICABLE
SECURITIES  LAWS OF ANY OTHER  JURISDICTION.  THE ISSUER  SHALL BE  ENTITLED  TO
REQUIRE AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO IT WITH RESPECT TO THE
APPLICABILITY TO SUCH TRANSACTION OF AN EXEMPTION UNDER THE 1933 ACT.

$_________                                                        March 11, 2008
                                                       Charleston, West Virginia


         FOR  VALUE  RECEIVED,   JACOBS  FINANCIAL   GROUP,   INC.,  a  Delaware
corporation  with offices at Suite 970,  300 Summers  Street,  Charleston,  West
Virginia       25301,       ("MAKER")       promises       to       pay       to
_______________________________________,      ("HOLDER")      the     sum     of
________________________  Dollars  ($________),  together  with  interest on the
outstanding  principal  balance from time to time, in lawful money of the United
States of America as follows:

         For purposes of this Note, the following terms shall have the following
meanings:

"AMORTIZATION  SCHEDULE" means 20 equal quarterly  installments of principal and
interest commencing on December 10, 2008.

"EXTENDED  MATURITY"  means the  circumstance  existing  if the  Company has not
consummated a Qualified Financing prior to September 10, 2008.

"NORMAL MATURITY DATE" means the date that is 10 days following the consummation
of a Qualified Financing by the Maker.

"QUALIFIED  FINANCING"  means a  financing  involving  the  issuance  of  equity
securities  that  generates net proceeds to the Maker of at least $15 million on
or before September 10, 2013.

         Maker shall pay the  outstanding  principal of this  Promissory Note on
the Normal  Maturity  Date,  provided  that,  if a Qualified  Financing  has not
occurred  by  December  10,  2008,  principal  shall be in  accordance  with the
Amortization Schedule pursuant to the Extended Maturity.

         Maker promises to pay interest on the outstanding  principal  amount of
this  Promissory  Note  at the  rate  of  10.00%  per  annum.  Interest  on this
Promissory Note shall accrue from and including the date of issuance through and
until  repayment of the principal  amount of this Promissory Note and payment of
all interest in full.  Interest shall be computed on the basis of a 365-day year
or 366-day  year,  as the case may be, and the  actual  number of days  elapsed.
Interest shall be paid,  together with  principal,  on the Normal Maturity Date,
provided that, if a Qualified Financing has not occurred,  interest then accrued
shall be paid on  September  10,  2008,  and, if there is an Extended  Maturity,
interest will thereafter be paid in accordance with the  Amortization  Schedule.

<PAGE>

In addition  to the  principal  amount of this  Promissory  Note,  any amount of
overdue interest hereunder (to the extent permitted by law) if not paid when due
shall also bear  interest  from the date such  payment was due until paid as set
forth in this paragraph.

         The unpaid balance of this Promissory Note,  including interest accrued
thereon,  may be  prepaid,  in  whole  or in part,  at any  time  after  the day
following  commencement of the Extended Maturity,  without penalty. All payments
made hereunder shall be credited first to interest and then to principal.

         This   Promissory  Note  has  been  issued  pursuant  to  that  certain
Subscription  Agreement for Promissory  Note and Common Stock between the Holder
and the  Maker of even date  herewith,  and the Maker  hereby  acknowledges  its
agreements  with respect to the issuance of shares of its Common Stock to Holder
as described therein.

         The  occurrence  of any of the following  shall  constitute an Event of
Default hereunder (an "EVENT OF DEFAULT"):

         (a)  failure by Maker to pay any of the  principal  or  interest  on or
before 14 days  after the same  shall  become due and  payable  (whether  at the
Normal  Maturity Date or pursuant to the repayment  provisions  applicable to an
Extended Maturity) in accordance with this Promissory Note;

         (b) Maker shall  commence or institute  any case,  proceeding  or other
actions  (i)  seeking  relief on its behalf as  debtor,  or to  adjudicate  it a
bankrupt or insolvent,  or seeking other relief with respect to it or its debts,
under any existing or future law relating to bankruptcy, insolvency or relief of
debtors, or (ii) seeking appointment of a receiver,  trustee, custodian or other
similar official for it or for all/or any substantial  part of its property,  or
if Maker shall make a general assignment for the benefit of creditors;

         (c) any  case,  proceeding  or other  action of the type  described  in
subsection  (b) above shall be commenced  against Maker which either (i) results
in entry of an order for relief, adjudication of bankruptcy, insolvency, such an
appointment or the issuance or entry of any other order having a similar effect,
which  order  shall not have been  vacated  within  ninety  (90) days from entry
thereof,  or (ii) remains  undismissed  for a period of ninety (90) days, or any
case,  proceeding or other action shall be commenced or instituted against Maker
seeking  issuance of a warrant of  attachment,  execution,  distraint or similar
process against all or any substantial  part of its property which results in an
order for relief which shall not have been vacated or effectively  stayed within
ninety (90) days from entry thereof; or

         (d) a  trustee,  receiver  or  other  custodian  is  appointed  for any
substantial  part of the assets of Maker  which  appointment  is not  vacated or
effectively stayed within sixty (60) days;

         (e) one or more  judgments or orders for the payment of money in excess
of  $100,000  in the  aggregate  shall be  rendered  against  the Maker and such
judgment(s) or order(s) shall continue  unsatisfied and unstayed for a period of
30 days.

         Upon the occurrence of an Event of Default: (i) in the case of an Event
of Default  referred to in clauses (a) or (e) above,  the Holder may, by written
notice to the Maker,  declare the principal  amount then outstanding of, and the
accrued  interest  on, this  Promissory  Note to be  forthwith  due and payable,
whereupon such amount shall be immediately due and payable without  presentment,
demand,  protest  or other  formalities  of any kind,  all of which  are  hereby
expressly waived by the Maker; (ii) in the case of the occurrence of an Event of
Default  referred to in clauses (b), (c) or (d) above, the principal amount then

<PAGE>

outstanding of, and the accrued interest, if any, on, this Promissory Note shall
become automatically  immediately due and payable without  presentment,  demand,
protest or other  formalities  of any kind,  all of which are  hereby  expressly
waived by the  Maker,  and in any case the  Holder  may take  such  action as is
permitted  to enforce its rights  hereunder,  and (iii) the Holder may  exercise
from time to time any  rights and  remedies  available  to it by law,  including
those available under any agreement or other instrument  relating to the amounts
owed under this Promissory Note.

         Maker shall give notice promptly to the Holder of the occurrence of any
Event of Default or the giving by any person of any notice claiming or asserting
that an event has occurred  which  constitutes,  or with the giving of notice or
the passage of time or both would constitute, an Event of Default.

         Except as set forth herein, Maker hereby (i) waives demand, presentment
for  payment,  notice  of  nonpayment,  protest,  notice of  protest,  notice of
dishonor,  and all other  notices;  and (ii) agrees  that,  notwithstanding  the
occurrence  of any of the  foregoing,  Maker  shall be and remain  directly  and
primarily  liable for all sums due under this  Promissory  Note until all monies
due on this Promissory Note have been fully paid.

         The Holder shall not, by any act (except by a written instrument signed
by the Holder, and then only to the extent  specifically set forth therein),  be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
default or in any breach of any of the terms and conditions  hereof.  No failure
to exercise, nor any delay in exercising,  on the part of the Holder, any right,
power or privilege  hereunder  shall operate as a waiver  thereof.  No single or
partial exercise of any right,  power or privilege  hereunder shall preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege.  A waiver by the Holder of any right or remedy  hereunder  on any one
occasion shall not be construed as a bar to any right or remedy which the Holder
would  otherwise have on any further  occasion.  The rights and remedies  herein
provided are cumulative,  may be exercised  singly or  concurrently  and are not
exclusive of any rights or remedies provided by law.

         This  Promissory  Note  shall be  construed  in  accordance  with,  and
governed by, the internal  laws of the State of West  Virginia,  without  giving
effect to the principles of conflicts of law thereof.

         WITNESS the signature of the Maker on this Promissory Note.

                          JACOBS FINANCIAL GROUP, INC.

                          By:_________________________
                             John M. Jacobs, President