UNSECURED
PROMISSORY NOTE




$25,000.00
              Dated:
      December 29, 2008




FOR VALUE
RECEIVED, the undersigned, The Saint James Company, a North Carolina corporation
(the “Company”), HEREBY
PROMISES TO PAY, to the order of Pinnacle Resources, Inc., a Wyoming corporation
(the “Payee”), the
principal sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (the
“Principal Amount”), in
lawful money of the United States of America, together with interest, on the
dates and in the manner provided below.




ARTICLE
I


Terms of
Payment




Section
1.1            Principal
Payback.  The Principal Amount of this Unsecured Promissory
Note (the “Note”) shall
be repaid on demand of the Payee (the “Principal Payment
Date”).  No payments shall be required hereunder prior to the
Principal Payment Date.




Section
1.2            Interest.  Interest
shall be simple interest and shall accrue on the outstanding Principal Amount of
this Note during the period commencing on the date hereof and continuing until
this Note is paid in full at a rate equal to ten percent (10%) per annum on the
basis of a 360-day year and actual days elapsed(the “Interest
Rate”).  The Company shall pay the accrued interest hereunder
on the Principal Payment Date.




Section
1.3           Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the Interest Rate shall exceed the maximum lawful rate (the
“Maximum Rate”), which
may be contracted for, charged, taken, or received by the Payee in accordance
with applicable law, the rate of interest payable in respect of this Note shall
be limited to the Maximum Rate.




Section
1.4            Prepayment.  The
Company may, without premium or penalty, prepay all or any portion of the
outstanding principal amount due under this Note, provided that each such
prepayment is accompanied by accrued but unpaid interest on the amount of
principal prepaid calculated to the date of such payment.




Section
1.5            Default
Rate.  If the Company fails to pay any amount under this Note
when due, all amounts of principal and accrued interest outstanding shall bear
simple interest from the date they were so due until paid in full at a per-annum
rate equal to the lesser of (i) 18.0% or (ii) the Maximum Rate.




ARTICLE
II


Events of
Default




Section
2.1            Events of
Default.  The Company shall be in default if any of the
following events (“Event of
Default”) shall occur and be continuing:




(a)           the
failure of the Company to pay any principal amount of, or interest on, this Note
when due and payable under Section 1.1 or 1.2 hereof;


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(b)           the
Company shall (i) commence any case, proceeding, or other
action        (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, dissolution, reorganization, or relief of debtors, seeking to have
an order for relief entered with respect to it, or seeking to adjudicate it as
bankrupt or insolvent, or seeking reorganization, dissolution, arrangement,
adjustments, winding-up, or liquidation with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its assets; (ii) make a general
assignment for the benefit of its creditors; r (iii) sell all or substantially
all of its assets in one or more transactions; or




(c)           there
shall be commenced against the Company any case, proceeding or other action of a
nature referred to in clause (b) above that results in the entry of an order for
relief or any such adjudication or appointment that remains undismissed,
undischarged, unbonded, or unstayed for a period of ninety (90)
days.




Section
2.2           Remedies.  Upon
the occurrence of an Event of Default, Payee shall be entitled to the following
rights and remedies:




(a)           The
whole sum of principal and accrued interest outstanding shall become immediately
due and payable within ten (10) business days after the Company’s receipt of
written notice thereof from Payee; and




(b)           Payee
may exercise any and all other remedies it may have at law or in
equity.




ARTICLE
III


Covenants




Section
3.1            Transfer by Payee;
Obligations of Payee.  The Payee covenants and agrees that the
Payee shall not transfer this Note or any part of Payee’s right, title and
interest in or to this Note to any third party without the consent of the
Company; provided, however, this Note
will inure to the benefit of the Payee’s successors and permitted
assigns.  The Payee, by acceptance hereof, covenants and agrees that
the Payee shall comply with all the terms and conditions of this Note to the
extent that such terms and conditions relate to the Payee.




ARTICLE
IV


Miscellaneous




Section
4.1            Loss, Theft, Destruction or
Mutilation of Note.  Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Note, and, in
the case of any such loss, theft or destruction, upon receipt of an affidavit of
loss from the holder thereof reasonably satisfactory to the Company, the Company
shall issue to Payee, in lieu of this Note, a new Note of like tenor and unpaid
principal amount and dated as of the date to which interest has been paid on
this Note.




Section
4.2            Amendments,
etc.  No amendment or waiver of any provision of this Note, or
consent to any departure by the Company herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Payee and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.




Section
4.3            Notice,
etc.  All notices or other communications to be given hereunder
shall be in writing and shall be delivered by hand or sent by e-mail or sent,
postage prepaid, by registered, certified, or express mail or reputable
overnight courier service and shall be deemed given when so delivered by hand or
e-mail, or if mailed, three (3) days after mailing (one (1) business day in the
case of overnight courier service), as follows: if to the Company, to its
President at the Company’s address at Broadway Plaza, 520 Broadway, Suite 350,
Santa Monica, California 90401, E-mail:  wayne@waynegronquist.com; and
if to the Payee, to its President at its address at 9600 East Arapahoe Road,
Suite 260, Englewood, Colorado 80112,
E-mail:  triggamble@pnrr.net.


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Section
4.4           Collection
Costs.  The Company agrees to pay all reasonable costs and
expenses (including without limitation reasonable attorneys’ fees and
disbursements) incurred by Payee in connection with the collection of this Note
following the occurrence of an Event of Default.  Principal and
interest shall be payable in lawful money of the United States of
America.




Section
4.5            No Waiver. The
Company agrees that any delay on the part of the Payee in exercising any rights
hereunder will not operate as a waiver of such rights. The Payee shall not by
any act, delay, omission, or otherwise be deemed to waive any of its rights or
remedies, and no waiver of any kind shall be valid unless in writing and signed
by the Payee.  The waiver by Payee of a breach or default of any
provision of this Note shall not operate or be construed as a waiver of any
subsequent breach or default thereof.




Section
4.6            Waivers/Personal
Jurisdiction.




(a)           EXCLUSIVE
JURISDICTION.  THE PARTIES HERETO AGREE THAT ALL ACTIONS TO
ENFORCE THIS NOTE AND ALL DISPUTES AMONG OR BETWEEN THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
OR BETWEEN THEM IN CONNECTION WITH THIS NOTE, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED ONLY BY A COURT LOCATED IN THE
COUNTY OF WAKE, NORTH CAROLINA, AND THE PARTIES HERETO HEREBY CONSENT AND SUBMIT
TO THE JURISDICTION OF SUCH COURT.




(b)           WAIVERS.  THE
PARTIES HERETO HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THEM
AND CONSENT THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED
TO THEM AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION 4.3 OF THIS NOTE, AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT
THEREOF.  THE PARTIES HERETO HEREBY WAIVE ANY OBJECTION BASED ON FORUM
NON CONVENIENS AND ANY OBJECTION TO VENUE IN THE COUNTY OF WAKE, NORTH CAROLINA,
IN CONNECTION WITH ANY CLAIM OR CAUSE OF ACTION TO ENFORCE THIS NOTE OR BASED
UPON OR ARISING OUT OF THIS NOTE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  THE PARTIES
HERETO AGREE THAT THE COUNTY OF WAKE, NORTH CAROLINA, IS A REASONABLY CONVENIENT
FORUM TO RESOLVE ANY DISPUTE AMONG THE PARTIES HERETO.  IN THE EVENT
OF LITIGATION, A COPY OF THIS NOTE MAYBE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.  NOTHING IN THIS SECTION 4.6 SHALL AFFECT THE RIGHT OF
ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.




(c)           OTHER
JURISDICTIONS.  NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
THE CONTRARY, THE COMPANY AGREES THAT THE HOLDER OF THIS NOTE SHALL HAVE THE
RIGHT TO PROCEED AGAINST THE COMPANY IN A COURT IN ANY LOCATION TO ENABLE IT TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN HIS FAVOR.  THE
COMPANY WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
WHICH THE HOLDER OF THIS NOTE HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
SECTION 4.6.


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Section
4.7           Binding
Effect.  This Note shall be binding upon the Company and the
Payee and inure to the benefit of the Company and the Payee and their respective
successors, heirs, legatees, personal representatives and permitted
assigns.




Section
4.8            Headings.  The
headings of the sections and paragraphs of this Note are inserted for
convenience only and do not constitute a part of this Note.




Section
4.9            Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of North Carolina without giving effect to
any choice or conflict of law provision or law that would cause the application
of the laws of any other jurisdiction other than the State of North
Carolina.




Section
4.10          Waivers.  The
Company and any endorsers severally waive presentment, protest and demand,
notice of protest, demand and of dishonor and non-payment of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time without in any way affecting the liability of Company and any
endorsers hereof.




[Signatures
on following page]


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Signature
Page to Unsecured Promissory Note




IN
WITNESS WHEREOF, the Company has executed this Note as of the date first above
written.




THE
      SAINT JAMES COMPANYa
      North Carolina corporationBy:Name:
                Wayne
      GronquistTitle:
                President





Payee
hereby acknowledges and agrees to the terms


herein as
of the 29th day of
December, 2008:




PINNACLE
      RESOURCES, INC.A
      Wyoming corporationBy:Name:  Glen
      GambleTitle:  President




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