NEITHER
      THIS NOTE NOR THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK OR COMMON
      STOCK
      ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY
      NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION OF COUNSEL THAT SUCH
      REGISTRATION IS NOT REQUIRED.

    


    
      	
              $1,000,000
                

            	 	
              New
                York, New York 

              July
                20, 2006

            


    

    


    JORDAN
      1 HOLDINGS COMPANY

    


    CONVERTIBLE
      NOTE DUE JULY 20, 2011

    


    FOR
      VALUE
      RECEIVED, Jordan 1 Holdings Company, a Delaware corporation (the “Company”),
      hereby promises to pay to the order of Barron Partners LP or registered assigns
      (the “Holder”), the principal amount of one million dollars ($1,000,000) on July
      20, 2011 (“Maturity Date”). Interest, on the outstanding principal balance shall
      be paid monthly on the fifteenth (15th)
      day of
      each month, commencing August 15, 2006 at the rate of (i) three percent (3%)
      per
      annum until December 2, 2006, (ii) twelve percent per annum (12%) from December
      3, 2006 until January 30, 2007 and (iii) fourteen percent (14%) per annum
      thereafter. Interest shall be computed on the basis of a 360-day year, using
      the
      number of days actually elapsed. This Note is issued pursuant to a securities
      purchase agreement (the “Purchase Agreement”) between the Company and Barron
      Partners LP and the equity investors named therein.

    


    Article
      1.

    Covenants
      of the Company

     

    (a) Restated
      Certificate of Incorporation.
      The
      Company has obtained the consent of the holders of a majority of its outstanding
      shares of common stock, par value $.0001 per share, such consent to become
      effective twenty (20) days after the Company shall have filed a definitive
      information statement pursuant to Regulation 14C of the Securities and Exchange
      Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934,
      as amended. The Company shall, not later than one hundred twenty (120) days
      from
      the issuance of this Note, file the Restated Certificate, as defined in the
      Agreement, with the Secretary of State of the State of Delaware. In order to
      file the Restated Certificate as required by this Section 1(a), the Company
      shall promptly (i) prepare and file an information statement with the Commission
      pursuant to said Regulation 14C with respect to the Restate Certificate and
      such
      other matters as the Company shall reasonably determine and (ii) shall use
      its
      commercially reasonable efforts to obtain the approval of the Commission to
      file
      a definitive information statement. 

     

    (b) Fundamental
      Transaction.
      The
      Company shall not enter into any agreement with respect to any Fundamental
      Transaction, or consummate any Fundamental Transaction without the approval
      of
      the Holder.

     

    Article
      2. 

    Events
      of Default; Acceleration

    


    (a) Events
      of Default Defined.
      The
      entire unpaid principal amount of this Note, together with interest thereon
      shall, on written notice to the Company given by the holders of this Note,
      forthwith become and be due and payable if any one or more the following events
      (“Events of Default”) shall have occurred (for any reason whatsoever and whether
      such happening shall be voluntary or involuntary or be affected or come about
      by
      operation of law pursuant to or in compliance with any judgment, decree, or
      order of any court or any order, rule or regulation of any administrative or
      governmental body) and be continuing. An Event of Default shall
      occur:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i) if
      failure shall be made in the payment of the principal or interest on the Note
      when and as the same shall become due and such failure shall continue for a
      period of ten (10) business days after such payment is due; or

     

    (ii) if
      the
      Company shall violate or breach any of the representations, warranties and
      covenants contained in this Note or the Registration Rights Agreement and such
      violation or breach shall continue for thirty (30) days after written notice
      of
      such breach shall been received by the Company from the Holder; or 

     

    (iii) if
      the
      Company or any Significant Subsidiary (which term shall mean any subsidiary
      of
      the Company which would be considered a significant subsidiary, as defined
      in
      Rule 1-02 of Regulation S-X of the Commission pursuant to the Securities Act
      of
      1933, as amended, shall consent to the appointment of a receiver, trustee or
      liquidator of itself or of a substantial part of its property, or shall admit
      in
      writing its inability to pay its debts generally as they become due, or shall
      make a general assignment for the benefit of creditors, or shall file a
      voluntary petition in bankruptcy, or an answer seeking reorganization in a
      proceeding under any bankruptcy law (as now or hereafter in effect) or an answer
      admitting the material allegations of a petition filed against the Company
      or
      any Significant Subsidiary, in any such proceeding, or shall by voluntary
      petition, answer or consent, seek relief under the provisions of any other
      now
      existing or future bankruptcy or other similar law providing for the
      reorganization or winding up of corporations, or an arrangement, composition,
      extension or adjustment with its or their creditors, or shall, in a petition
      in
      bankruptcy filed against it or them be adjudicated a bankrupt, or the Company
      or
      any Significant Subsidiary or their directors or a majority of its stockholders
      shall vote to dissolve or liquidate the Company or any Significant Subsidiary
      other than a liquidation involving a transfer of assets from a Subsidiary to
      the
      Company or another Subsidiary; or

     

    (iv) if
      an
      involuntary petition shall be filed against the Company or any Significant
      Subsidiary seeking relief against the Company or any Significant Subsidiary
      under any now existing or future bankruptcy, insolvency or other similar law
      providing for the reorganization or winding up of corporations, or an
      arrangement, composition, extension or adjustment with its or their creditors,
      and such petition shall not be vacated or set aside within ninety (90) days
      from
      the filing thereof; or

     

    (v) if
      a
      court of competent jurisdiction shall enter an order, judgment or decree
      appointing, without consent of the Company or any Significant Subsidiary, a
      receiver, trustee or liquidator of the Company or any Significant Subsidiary,
      or
      of all or any substantial part of the property of the Company or any Significant
      Subsidiary, or approving a petition filed against the Company or any Significant
      Subsidiary seeking a reorganization or arrangement of the Company or any
      Significant Subsidiary under the Federal bankruptcy laws or any other applicable
      law or statute of the United States of America or any State thereof, or any
      substantial part of the property of the Company or any Significant Subsidiary
      shall be sequestered; and such order, judgment or decree shall not be vacated
      or
      set aside within ninety (90) days from the date of the entry thereof;
      or

     

    (vi) if,
      under
      the provisions of any law for the relief or aid of debtors, any court of
      competent jurisdiction shall assume custody or control of the Company or any
      Significant Subsidiary or of all or any substantial part of the property of
      the
      Company or any Significant Subsidiary and such custody or control shall not
      be
      terminated within ninety (90) days from the date of assumption of such custody
      or control.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (b) Rights
      of Note Holder.
      Nothing
      in this Note shall be construed to modify, amend or limit in any way the right
      of the holder of this Note to bring an action against the Company.

     

    Article
      3.

    Conversion

    


    (a) Conversion.

     

    (i) This
      Note
      shall be convertible in whole at any time and in part from time to time
      commencing December 2, 2006 into such number of shares of Common Stock, as
      is
      determined by dividing the principal amount of this Note and accrued interest,
      or such portion thereof as the holder seeks to convert, by the Conversion Price
      then in effect, subject to the 4.9% Limitation, as defined in Section 3(f)
      of
      this Note. Upon such conversion, this Note and the Company’s obligations,
      including the obligation to pay interest, under this Note, to the extent that
      principal and interest on this Note is converted, shall terminate. 

     

    (ii) Notwithstanding
      any other provisions of this Note, the holder shall have no right to convert
      this Note to the extent that the Company shall have paid principal and interest
      on this Note or otherwise caused this Note to be paid, by 5:30 P.M., New York
      City time on December 2, 2006. The holder shall have all of the conversion
      rights set forth in this Article 3 with respect to any unpaid principal and
      interest on this Note which shall not have been paid by the time set forth
      in
      the preceding sentence. Any partial payment shall be applied first to interest
      and thereafter to principal.

     

    (b) Definitions.
      

     

    (i) The
      term
“Conversion Shares” shall mean the shares of Common Stock issuable upon
      conversion of the Note.

     

    (ii) The
      term
“Common Stock” shall have the meaning set forth in the Purchase
      Agreement.

     

    (c) Conversion
      Price.
      The
      Conversion Price shall be thirty cents ($.30) per share, subject to adjustment
      as hereinafter provided. Notwithstanding the foregoing, in the event that the
      Restated Certificate shall not have been filed on the date that the holder
      elects to convert this Note, the Conversion Price shall be two tenths of one
      cent ($.002) per share.

     

    (d) Procedure
      for Conversion.
      Holders
      shall effect conversions by providing the Company with the form of conversion
      notice attached hereto as Annex
      A
      (a
“Notice
      of Conversion”)
      as
      fully and originally executed by the Holder, together with the delivery by
      the
      Holder to the Company of this Note, with this Note being duly endorsed in full
      for transfer to the Company or with an applicable stock power duly executed
      by
      the Holder in the manner and form as deemed reasonable by the transfer agent
      of
      the Common Stock. Each Notice of Conversion shall specify the principal amount
      of this Note to be converted, the principal amount of this Note outstanding
      prior to the conversion at issue, the principal amount of this Note owned
      subsequent to the conversion at issue, and the date on which such conversion
      is
      to be effected, which date may not be prior to the date the Holder delivers
      such
      Notice of Conversion and the Note to the Company by overnight delivery service
      (the “Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the Trading Day immediately following the date that such Notice of
      Conversion and applicable stock certificates are received by the Company. The
      calculations and entries set forth in the Notice of Conversion shall control
      in
      the absence of manifest or mathematical error. The principal amount of this
      Note
      being converted into Common Stock in accordance with the terms hereof shall
      be
      canceled and may not be reissued. 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (e) Automatic
      Conversion Upon Change of Control.
      This
      Note shall be automatically converted into Common Stock at the Conversion Price
      upon the close of business on the business day immediately preceding the date
      fixed for consummation of any transaction resulting in a Change of Control
      of
      the Company (an “Automatic Conversion Event”). A “Change in Control” means a
      consolidation or merger of the Company with or into another company or entity
      in
      which the Company is not the surviving entity or the sale of all or
      substantially all of the assets of the Company to another company or entity
      not
      controlled by the then existing stockholders of the Company in a transaction
      or
      series of transactions. The Company shall not be obligated to issue certificates
      evidencing the Common Stock or other consideration issuable upon such conversion
      unless this Note is either delivered to the Company or its transfer agent or
      the
      Holder notifies the Company or its transfer agent in writing that such
      certificates have been lost, stolen, or destroyed and executes an agreement
      satisfactory to the Company to indemnify the Company from any loss incurred
      by
      it in connection therewith. Upon the conversion of this Note pursuant to this
      Section 3(e), the Company shall promptly send written notice thereof, by hand
      delivery or by overnight delivery, to the Holder at its address then shown
      on
      the records of the Company, which notice shall state that this Note must be
      surrendered at the office of the Company (or of its transfer agent for the
      Common Stock, if applicable).

     

    (f) Beneficial
      Ownership Limitation.
      Except
      as provided in Section 3(e) of this Note, which shall apply as stated therein
      if
      an Automatic Conversion Event shall occur, the Company shall not effect any
      conversion of this Note, and the Holder shall not have the right to convert
      any
      portion of this Note to the extent that after giving effect to such conversion,
      the Holder (together with the Holder’s affiliates), as set forth on the
      applicable Notice of Conversion, would beneficially own in excess of 4.9% of
      the
      number of shares of the Common Stock outstanding immediately after giving effect
      to such conversion.  For purposes of the foregoing sentence, the number of
      shares of Common Stock beneficially owned by the Holder and its affiliates
      shall
      include the number of shares of Common Stock issuable upon conversion of the
      Note with respect to which the determination of such sentence is being made,
      but
      shall exclude the number of shares of Common Stock which would be issuable
      upon
      (A) conversion of the remaining, non-converted portion of this Note beneficially
      owned by the Holder or any of its affiliates, so long as such portion of this
      Note is not convertible within sixty (60) days from the date of such
      determination, and (B) exercise or conversion of the unexercised or
      non-converted portion of any other securities of the Company (including
      warrants) subject to a limitation on conversion or exercise analogous to the
      limitation contained herein beneficially owned by the Holder or any of its
      affiliates, so long as such other securities of the Company are not exercisable
      nor convertible within sixty (60) days from the date of such
      determination.  For purposes of this Section 3(f), in determining the
      number of outstanding shares of Common Stock, the Holder may rely on the number
      of outstanding shares of Common Stock as reflected in the most recent of the
      following: (A) the Company’s most recent quarterly reports, Form 10-Q, Form
      10-QSB, Annual Reports, Form 10-K, or Form 10-KSB, as the case may be, as filed
      with the Commission under the Exchange Act (B) a more recent public announcement
      by the Company or (C) any other written notice by the Company or the Company’s
      transfer agent setting forth the number of shares of Common Stock
      outstanding.  Upon the written or oral request of the Holder, the Company
      shall within two (2) Trading Days confirm orally and in writing to the Holder
      the number of shares of Common Stock then outstanding.  In any case, the
      number of outstanding shares of Common Stock shall be determined after giving
      effect to the conversion or exercise of securities of the Company, including
      the
      Note, by the Holder or its affiliates since the date as of which such number
      of
      outstanding shares of Common Stock was publicly reported by the Company.
      Beneficial ownership shall be calculated in accordance with Section 13(d) of
      the
      Exchange Act. This Section 3(f) may be not be waived or amended. The limitation
      set forth in this Section 3(f) is referred to as the “4.9%
      Limitation.”

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (g) Mechanics
      of Conversion

     

    (i) Delivery
      of Certificate Upon Conversion.
      Except
      as otherwise set forth herein, not later than three Trading Days after each
      Conversion Date (the “Share
      Delivery Date”),
      the
      Company shall deliver to the Holder (A) a certificate or certificates which,
      after the Effective Date, shall be free of restrictive legends and trading
      restrictions (other than those required by the Agreement) representing the
      number of shares of Common Stock being acquired upon the conversion of this
      Note, and (B) a bank check in the amount of accrued and unpaid dividends (if
      the
      Company has elected or is required to pay accrued dividends in cash). After
      the
      Effective Date, the Company shall, upon request of the Holder, deliver any
      certificate or certificates required to be delivered by the Company under this
      Section electronically through the Depository Trust Company or another
      established clearing Company performing similar functions if the Company’s
      transfer agent has the ability to deliver shares of Common Stock in such manner.
      If in the case of any Notice of Conversion such certificate or certificates
      are
      not delivered to or as directed by the applicable Holder by the third Trading
      Day after the Conversion Date, the Holder shall be entitled to elect by written
      notice to the Company at any time on or before its receipt of such certificate
      or certificates thereafter, to rescind such conversion, in which event the
      Company shall immediately return the this Note to the Holder.

     

    (ii) Obligation
      Absolute; Partial Liquidated Damages.
      The
      Company’s obligations to issue and deliver the Conversion Shares upon conversion
      of this Note in accordance with the terms hereof are absolute and unconditional,
      irrespective of any action or inaction by the Holder to enforce the same, any
      waiver or consent with respect to any provision hereof, the recovery of any
      judgment against any Person or any action to enforce the same, or any setoff,
      counterclaim, recoupment, limitation or termination, or any breach or alleged
      breach by the Holder or any other Person of any obligation to the Company or
      any
      violation or alleged violation of law by the Holder or any other person, and
      irrespective of any other circumstance which might otherwise limit such
      obligation of the Company to the Holder in connection with the issuance of
      such
      Conversion Shares. In the event a Holder shall elect to convert any or all
      of
      this Note, the Company may not refuse conversion based on any claim that such
      Holder or any one associated or affiliated with the Holder of has been engaged
      in any violation of law, agreement or for any other reason (other than the
      inability of the Company to issue shares of Common Stock as a result of the
      4.9%
      Limitation) unless, an injunction from a court, on notice, restraining and
      or
      enjoining conversion of all or part of this Note shall have been sought and
      obtained and the Company posts a surety bond for the benefit of the Holder
      in
      the amount of 150% of the Conversion Value of the principal amount of the Note
      outstanding (i.e.,
      the
      value of the shares of Common Stock issued upon conversion of such principal
      amount of this Note) which is subject to the injunction, which bond shall remain
      in effect until the completion of arbitration/litigation of the dispute and
      the
      proceeds of which shall be payable to such Holder to the extent it obtains
      judgment. In the absence of an injunction precluding the same, the Company
      shall
      issue Conversion Shares or, if applicable, cash, upon a properly noticed
      conversion. If the Company fails to deliver to the Holder such certificate
      or
      certificates pursuant to Section 3(g)(i) within two Trading Days of the Share
      Delivery Date applicable to such conversion, the Company shall pay to such
      Holder, in cash, as liquidated damages and not as a penalty, for each $5,000
      of
      Conversion Value of Note being converted, $50 per Trading Day (increasing to
      $100 per Trading Day after three (3) Trading Days and increasing to $200 per
      Trading Day six (6) Trading Days after such damages begin to accrue) for each
      Trading Day after the Share Delivery Date until such certificates are delivered.
      Nothing herein shall limit a Holder’s right to pursue actual damages for the
      Company’s failure to deliver certificates representing shares of Common Stock
      upon conversion within the period specified herein and such Holder shall have
      the right to pursue all remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (iii) Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Conversion.
      If the
      Company fails to deliver to the Holder such certificate or certificates pursuant
      to Section 6(d)(i) by a Share Delivery Date, and if after such Share Delivery
      Date the Holder purchases (in an open market transaction or otherwise) Common
      Stock to deliver in satisfaction of a sale by such Holder of the Conversion
      Shares which the Holder was entitled to receive upon the conversion relating
      to
      such Share Delivery Date (a “Buy-In”),
      then
      the Company shall pay in cash to the Holder the amount by which (x) the Holder’s
      total purchase price (including brokerage commissions, if any) for the Common
      Stock so purchased exceeds (y) the product of (1) the aggregate number of shares
      of Common Stock that such Holder was entitled to receive from the conversion
      at
      issue multiplied by (2) the price at which the sell order giving rise to such
      purchase obligation was executed. For example, if the Holder purchases Common
      Stock having a total purchase price of $11,000 to cover a Buy-In with respect
      to
      an attempted conversion of a portion of this Note with respect to which the
      aggregate sale price giving rise to such purchase obligation is $10,000, under
      clause (A) of the immediately preceding sentence the Company shall be required
      to pay the Holder $1,000. The Holder shall provide the Company written notice
      indicating the amounts payable to the Holder in respect of the Buy-In, together
      with applicable confirmations and other evidence reasonably requested by the
      Company. Nothing herein shall limit a Holder’s right to pursue any other
      remedies available to it hereunder, at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief with
      respect to the Company’s failure to timely deliver certificates representing
      shares of Common Stock upon conversion of this Note as required pursuant to
      the
      terms hereof.

     

    (iv) Reservation
      of Shares Issuable Upon Conversion.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized and unissued shares of Common Stock solely for the purpose of
      issuance upon conversion of this Note, each as herein provided, free from
      preemptive rights or any other actual contingent purchase rights of persons
      other than the Holders, not less than such number of shares of the Common Stock
      as shall (subject to any additional requirements of the Company as to
      reservation of such shares set forth in the Purchase Agreement) be issuable
      (taking into account the adjustments and restrictions of Section 3(h)) upon
      the
      conversion of this Note. The Company covenants that all shares of Common Stock
      that shall be so issuable shall, upon issue, be duly and validly authorized,
      issued and fully paid, nonassessable and, if the Conversion Shares Registration
      Statement is then effective under the Securities Act, registered for public
      sale
      in accordance with such Conversion Shares Registration Statement.

     

    (v) Fractional
      Shares.
      Upon a
      conversion hereunder, the Company shall not be required to issue stock
      certificates representing fractions of shares of the Common Stock. All
      fractional shares shall be carried forward and any fractional shares which
      remain after the Holder converts the full principal amount of this Note shall
      be
      dropped and eliminated.

     

    (vi) Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of this
      Note shall be made without charge to the Holders thereof for any documentary
      stamp or similar taxes that may be payable in respect of the issue or delivery
      of such certificate, provided that the Company shall not be required to pay
      any
      tax that may be payable in respect of any transfer involved in the issuance
      and
      delivery of any such certificate upon conversion in a name other than that
      of
      the Holder and the Company shall not be required to issue or deliver such
      certificates unless or until the person or persons requesting the issuance
      thereof shall have paid to the Company the amount of such tax or shall have
      established to the satisfaction of the Company that such tax has been
      paid.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    (vii) Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Note shall alter or impair
      the obligation of the Company, which is absolute and unconditional, to pay
      the
      liquidated damages (if any) on, this Note at the time, place, and rate, and
      in
      the coin or currency, herein prescribed.

     

    (h) Certain
      Adjustments.

     

    (i) Stock
      Dividends and Stock Splits.
      If the
      Company, at any time while this Note is outstanding: (A) shall pay a stock
      dividend or otherwise make a distribution or distributions on shares of its
      Common Stock or any other equity or equity equivalent securities payable in
      shares of Common Stock (which, for avoidance of doubt, shall not include any
      shares of Common Stock issued by the Company pursuant to this Note), (B)
      subdivide outstanding shares of Common Stock into a larger number of shares,
      (C)
      combine (including by way of reverse stock split) outstanding shares of Common
      Stock into a smaller number of shares, or (D) issue by reclassification of
      shares of the Common Stock any shares of capital stock of the Company, then
      the
      Conversion Price shall be multiplied by a fraction of which the numerator shall
      be the number of shares of Common Stock (excluding treasury shares, if any)
      outstanding before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding after such event. Any adjustment made
      pursuant to this Section 3(h)(i) shall become effective immediately after the
      record date for the determination of stockholders entitled to receive such
      dividend or distribution and shall become effective immediately after the
      effective date in the case of a subdivision, combination or
      re-classification.

     

    (ii) Price
      Adjustment.
      Until
      such time as the Investors hold no Securities, except for (i) Exempt Issuances,
      (ii) issuances covered by Sections 3(h)(i), 3(h)(iii) and 3(i) of this Note,
      or
      (iii) an issuance of Common Stock upon exercise or upon conversion of warrants,
      options or other convertible securities for which an adjustment has already
      been
      made pursuant to this Section 3(h), as to all of which this Section 3(h)(ii)
      does not apply, if the Company sells or issues Common Stock at a price, or
      issues warrants, options, convertible debt or equity securities with a exercise
      price per share or conversion price which is less than the Conversion Price
      then
      in effect (such lower sales price, conversion or exercise price, as the case
      may
      be, being referred to as the “Lower Price”), the Conversion Price in effect from
      and after the date of such transaction shall be reduced to the Lower Price.
      For
      purpose of determining the exercise price of warrants issued by the Company,
      the
      price, if any, paid per share for the warrants shall be added to the exercise
      price of the warrants.

     

    (iii) Conversion
      Price Adjustment Based on Pre-Tax Income Per Share.

     

    (A) In
      the
      event the Company’s consolidated Pre-Tax Income for the year ended December 31,
      2006 is less than $.034 per share on a fully-diluted basis, then the Conversion
      Price shall be reduced by the percentage shortfall, up to a maximum of 35%.
      Thus, if Pre-Tax Income for the year ended December 31, 2006 is $.0289 per
      share
      on a fully-diluted basis, the Conversion Price shall be reduced by 15%. Such
      reduction shall be made at the time the Company files its Form 10-KSB for the
      year ended December 31, 2006, and shall apply to the Note and all shares of
      the
      Series A Preferred Stock, as the case may be, which are outstanding on the
      date
      the Form 10-KSB is filed, or, if not filed on time, on the date that filing
      was
      required.

     

    (B) In
      the
      event the Company’s consolidated Pre-Tax Income for the year ended December 31,
      2007 is less than $.051 per share on a fully-diluted basis, then the Conversion
      Price then in effect shall be reduced by the percentage shortfall, up to a
      maximum of 35%. Thus, if Pre-Tax Income for the year ended December 31, 2007
      is
      $.04335 per share on a fully-diluted basis, the Conversion Price shall be
      reduced by 15%. Such reduction shall be made at the time the Company files
      its
      Form 10-KSB for the year ended December 31, 2007, and shall apply to the Note
      and all shares of the Series A Preferred Stock, as the case may be, which are
      outstanding on the date the Form 10-KSB is filed, or, if not filed on time,
      on
      the date that filing was required.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (C) For
      purpose of determining Pre-Tax Income Per Share on a fully-diluted basis, all
      shares of Common Stock issuable upon conversion of convertible securities and
      upon exercise of warrants and options shall be deemed to be outstanding,
      regardless of whether (i) such shares are treated as outstanding for determining
      diluted earnings per share under GAAP, (ii) such securities are “in the money,”
or (iii) such shares may be issued as a result of the 4.9%
      Limitation.

     

    (i) Pro
      Rata Distributions.
      If the
      Company, at any time while this Note is outstanding, shall distribute to all
      holders of Common Stock (and not to Holders) evidences of its indebtedness
      or
      assets or rights or warrants to subscribe for or purchase any security, then
      in
      each such case the Conversion Price shall be determined by multiplying such
      Conversion Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the VWAP determined as of the record
      date mentioned above, and of which the numerator shall be such VWAP on such
      record date less the then fair market value at such record date of the portion
      of such assets or evidence of indebtedness so distributed applicable to one
      outstanding share of the Common Stock as determined by the Board of Directors
      in
      good faith. In either case the adjustments shall be described in a statement
      provided to the Holders of the portion of assets or evidences of indebtedness
      so
      distributed or such subscription rights applicable to one share of Common Stock.
      Such adjustment shall be made whenever any such distribution is made and shall
      become effective immediately after the record date mentioned above.

     

    (j) Calculations.
      All
      calculations under Section 3(h) of this Note shall be made to the nearest cent
      or the nearest 1/100th of a share, as the case may be. The number of shares
      of
      Common Stock outstanding at any given time shall not include shares owned or
      held by or for the account of the Company or any of its subsidiaries. For
      purposes of this Section 3(h), the number of shares of Common Stock deemed
      to be
      issued and outstanding as of a given date shall be the sum of the number of
      shares of Common Stock (excluding treasury shares and shares owned by
      subsidiaries, if any) actually issued and outstanding.

     

    (k) Notice
      to Holders.

     

    (i) Adjustment
      to Conversion Price.
      Whenever the Conversion Price is adjusted pursuant to this Section 3, the
      Company shall promptly mail to each Holder a notice setting forth the Conversion
      Price after such adjustment and setting forth a brief statement of the facts
      requiring such adjustment. If the Company issues a variable rate security,
      despite the prohibition thereon in the Purchase Agreement, the Company shall
      be
      deemed to have issued Common Stock or Common Stock Equivalents at the lowest
      possible conversion or exercise price at which such securities may be converted
      or exercised in the case of a Variable Rate Transaction (as defined in the
      Purchase Agreement), or the lowest possible adjustment price in the case of
      an
      MFN Transaction (as defined in the Purchase Agreement).

     

    (ii) Notices
      of Other Events.
      If (A)
      the Company shall declare a dividend (or any other distribution) on the Common
      Stock; (B) the Company shall declare a redemption of the Common Stock; (C)
      the
      Company shall authorize the granting to all holders of the Common Stock rights
      or warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights; (D) the approval of any stockholders of the Company
      shall be required in connection with any reclassification of the Common Stock
      or
      any Fundamental Transaction, (E) the
      Company shall authorize the voluntary or involuntary dissolution, liquidation
      or
      winding up of the affairs of the Company; then in each case, the Company shall
      cause to be filed at each office or agency maintained for the purpose of
      conversion of this Note, and shall cause to be mailed
      to
      the Holders at their last addresses as they shall appear upon the stock
      books of
      the
      Company, at least 30 calendar days prior to the applicable record or effective
      date hereinafter specified, a notice stating (x)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of the Common Stock of record to be entitled
      to
      such dividend, distributions, redemption, rights or warrants are to be
      determined or (y) the date on which such reclassification is expected to become
      effective or close, and the date as of which it is expected that holders of
      the
      Common Stock of record shall be entitled to exchange their shares of the Common
      Stock for securities, cash or other property deliverable upon such
      reclassification or Fundamental Transaction; provided, that the failure to
      mail
      such notice or any defect therein or in the mailing thereof shall not affect
      the
      validity of the corporate action required to be specified in such
      notice.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (l) Exempt
      Issuance.
      Notwithstanding the foregoing, no adjustment in the Conversion Price will be
      made in respect of an Exempt Issuance.

     

    (m) Fundamental
      Transaction.
      If, at
      any time while this Note is outstanding, (A) the Company effects any merger
      or
      consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (D) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental Transaction”), then upon any subsequent
      conversion of this Note, the Holder shall have the right to receive, for each
      Conversion Share that would have been issuable upon such conversion absent
      such
      Fundamental Transaction, the same kind and amount of securities, cash or
      property as it would have been entitled to receive upon the occurrence of such
      Fundamental Transaction if it had been, immediately prior to such Fundamental
      Transaction, the holder of one share of Common Stock (the “Alternate
      Consideration”). For purposes of any such conversion, the determination of the
      Conversion Price shall be appropriately adjusted to apply to such Alternate
      Consideration based on the amount of Alternate Consideration issuable in respect
      of one share of Common Stock in such Fundamental Transaction, and the Company
      shall apportion the Conversion Price among the Alternate Consideration in a
      reasonable manner reflecting the relative value of any different components
      of
      the Alternate Consideration. If holders of Common Stock are given any choice
      as
      to the securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate Consideration
      it receives upon any conversion of this Note following such Fundamental
      Transaction. To the extent necessary to effectuate the foregoing provisions,
      any
      successor to the Company or surviving entity in such Fundamental Transaction
      shall assume this Note. 

     

    Article
      4.

    Miscellaneous

    


    (a) Transferability.
      This
      Note shall not be transferred except in a transaction exempt from registration
      pursuant to the Securities Act and applicable state securities law. The Company
      shall treat as the owner of this Note the person shown as the owner on its
      books
      and records.

     

    (b) Limited
      Right of Prepayment.
      The
      Company shall have the right to prepay this Note, in whole or in part at any
      time, on not less than three days notice, on or prior to the 5:30 PM, New York
      City time, on December 2, 2006. Thereafter, the Company shall have no right
      to
      prepay this Note.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (c) WAIVER
      OF TRIAL BY JURY.
      IN ANY
      LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS NOTE, THE COMPANY WAIVES TRIAL
      BY
      JURY.

     

    (d) WAIVER
      OF ANY RIGHT OF COUNTERCLAIM.
      EXCEPT
      AS PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT TO ASSERT ANY CLAIM
      IT
      MAY HAVE AGAINST THE HOLDER OF THIS NOTE BY WAY OF A COUNTERCLAIM (OTHER THAN
      A
      COMPULSORY COUNTERCLAIM) IN ANY ACTION ON THIS NOTE.

     

    (e) Usury
      Saving Provision.
      All
      payment obligations arising under this Note are subject to the express condition
      that at no time shall the Company be obligated or required to pay interest
      at a
      rate which could subject the holder of this Note to either civil or criminal
      liability as a result of being in excess of the maximum rate which the Company
      is permitted by law to contract or agree to pay. If by the terms of this Note,
      the Company is at any time required or obligated to pay interest at a rate
      in
      excess of such maximum rate, the applicable rate of interest shall be deemed
      to
      be immediately reduced to such maximum rate, and interest thus payable shall
      be
      computed at such maximum rate, and the portion of all prior interest payments
      in
      excess of such maximum rate shall be applied and shall be deemed to have been
      payments in reduction of principal.

     

    (f) Notice
      to Company.
      Notice
      to the Company shall be given to the Company at its principal executive offices,
      presently located at 2200 Arthur Kill Road, Staten Island, NY 10309, attention
      of Mr. Robert Moyer, CEO, or to such other address or person as the Company
      may,
      from time to time, advise the holder of this Note, or to the holder of this
      Note
      at the address set forth on the Company’s records, with a copy to Darrin Ocasio,
      Esq., Sichenzia Ross Friedman Ference LLP, 1065 Avenue of the Americas, New
      York, New York 10018. Notice shall be given by hand delivery, certified or
      registered mail, return receipt requested, overnight courier service which
      provides evidence of delivery, or by telecopier if confirmation of receipt
      is
      given or of confirmation of transmission is sent as herein
      provided.

     

    (g) Governing
      Law.
      This
      Note shall be governed by the laws of the State of New York applicable to
      agreements executed and to be performed wholly within such state. The Company
      hereby (i) consents to the exclusive jurisdiction of the United States District
      Court for the Southern District of New York and Supreme Court of the State
      of
      New York in the County of New York in any action relating to or arising out
      of
      this Note, (ii) agrees that any process in any such action may be served upon
      it
      either (x) by certified or registered mail, return receipt requested, or by
      an
      overnight courier service which obtains evidence of delivery, with the same
      full
      force and effect as if personally served upon him in New York City or (y) any
      other manner permitted by law, and (iii) waives any claim that the jurisdiction
      of any such tribunal is not a convenient forum for any such action and any
      defense of lack of in personam jurisdiction with respect thereto.

     

    (h) Expenses.
      In the
      event that the Holder commences a legal proceeding in order to enforce its
      rights under this Note, the Company shall pay all reasonable legal fees and
      expenses incurred by the holder with respect thereto.

     

    IN
      WITNESS WHEREOF, the Company has executed this Note as of the date and year
      first aforesaid.

     

    
      	 	 	 
	 	JORDAN
              1 HOLDINGS
              COMPANY
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              P.
              Moyer 
	 	
              
Name:
              Robert P. Moyer
	 	Title: Chief
              Executive Officer




    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    


    NOTICE
      OF
      CONVERSION

    


    


    [To
      be
      Signed Only Upon Conversion

    of
      Part
      or All of Notes]

    


    Jordan
      1
      Holdings Company

    


    The
      undersigned, the holder of the foregoing Note, hereby surrenders such Note
      for
      conversion into shares of Common Stock of Jordan 1 Holdings Company to the
      extent of $       * unpaid principal amount
      of due on such Note, and requests that the certificates for such shares be
      issued in the name of       ,
      and
      delivered to      ,
      whose
      address
      is                                                                           
.

    


    


    Dated:     

     

     

     

     

                                                                     
 

    (Signature)

    


    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Note.)

    


     

    * Insert
      here the unpaid principal amount of the Note (or, in the case of a partial
      conversion, the
      portion thereof as to which the Note is being converted). In the case of a
      partial conversion, a new Note will be issued and delivered, representing the
      unconverted portion of the unpaid principal amount of this Note, to or upon
      the
      order of the holder surrendering such Note.

     

    
      
        
        

      

      
        -11-