**EXHIBIT
      13**




**THE
      JACKSON RIVERS COMPANY**




**CONVERTIBLE
      NOTE**




**$250,000.00**
            **JANUARY
                2,
                2006**




THE
      JACKSON RIVERS COMPANY, (OTCBB:JKRI) a Florida corporation (the Company”), for
      value received hereby promises to pay to the order of VANTAGE POINT CONSULTING
      and or assignee (“Payee”), the Principal Amount of Two Hundred Fifty Thousand
      and No/100 Dollars ($250,000.00), as per the Fee Agreement executed on November
      12, 2005 and incorporated herein as Exhibit A, on or before the Due Date of
      this
      Note at the office of the Payee at 550 Greens Parkway, Suite 230, Houston,
      Texas
      77067, with accrued interest payments & principal from the date of issuance
      of this Note at the rate of eight percent (8.0%) per annum due and payable
      on or
      before January 1, 2007 (the “Due Date”).




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




1.  Covenants.
      The Company covenants that so long as this Note shall be
      outstanding:




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




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




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


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(d)  The
      Company shall at all times keep, and cause each subsidiary to keep, true and
      complete books of record and accounts in accordance with generally accepted
      accounting principles and practices and file timely all required reports with
      the Securities and Exchange Commission.




(e)  The
      Company shall at all times cause to be done all things necessary to preserve
      and
      keep in full force and effect its corporate existence, rights, and franchises,
      and the corporate existences, rights and franchises of each subsidiary, and
      comply with and cause each subsidiary to comply with, all laws and governmental
      requirements applicable to the Company or such subsidiary; provided, however,
      that nothing in this Paragraph 1(e) shall (i) require the Company or any
      subsidiary to maintain, preserve or renew any right or franchise which in the
      opinion of the Board of Directors of the Company is not necessary or desirable
      in the conduct of the business of the Company or of such subsidiary, as the
      case
      may be; or (ii) prevent the termination of the corporate existence of any
      subsidiary if in the opinion of the Board of Directors of the Company such
      termination is in the best interest of the Company and not disadvantageous
      to
      the Payee; or (iii) prevent any consolidation or merger involving the
      Company or a subsidiary.




2.  Piggy
      Back Registration Rights. The Shares issued to the Payee shall be entitled
      to
“Piggy Back Registration Rights” pursuant to a registration of the Company’s
      securities made effective during the term of this Note. Upon effectiveness
      of
      said Registration Statement, Payee’s Shares shall be immediately registered and
      therefore eligible for trading under any and all restrictions that may
      apply.




(a)  The
      Payee
      is an “accredited investor” as defined under Rule 501 under the Securities
      Act.




(b)  The
      Payee
      acknowledges that the Shares have not been registered under the Securities
      Act
      or the securities laws of any state and are being offered pursuant to applicable
      exemptions from such registration for nonpublic offerings as “restricted
      securities” as defined by Rule 144 promulgated pursuant to the Securities Act.
      The Shares may not be resold in the absence of an effective registration thereof
      under the Securities Act and applicable state securities laws unless, in the
      opinion of the Company’s counsel, an applicable exemption from registration is
      available.




(c)  The
      Payee
      is acquiring the Shares for its own account, for investment purposes only and
      not with a view to, or for sale in connection with, a distribution, as that
      term
      is used in Section 2(11) of the Securities Act, in a manner which would require
      registration under the Securities Act or any state securities laws.




(d)  The
      Payee
      understands and acknowledges that the Shares will bear the following
      legend:




THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
      FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
      SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
      JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.




(e)  The
      Payee
      acknowledges that an investment in the Shares is not liquid and is transferable
      only under limited conditions. The Payee acknowledges that such securities
      must
      be held indefinitely unless they are subsequently registered under the
      Securities Act or an exemption from such registration is available. The Payee
      is
      aware of the provisions of Rule 144 promulgated under the Securities Act, which
      permits limited resale of securities purchased in a private placement subject
      to
      the satisfaction of certain conditions and that such Rule is not now available
      and, in the future, may not become available for resale of the
      Shares.





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(f)  Payee
      Sophistication and Ability to Bear Risk of Loss. The Payee acknowledges that
      it
      is able to protect its interests in connection with the acquisition of the
      Shares and can bear the economic risk of investment in such securities without
      producing a material adverse change in Payee’s financial condition. The Payee
      otherwise has such knowledge and experience in financial or business matters
      that it is capable of evaluating the merits and risks of the investment in
      the
      Shares.




(g)  Purchases
      by Groups. The Payee represents, warrants, and covenants that it is not
      acquiring the Shares as part of a group within the meaning of Section 13(d)(3)
      of the Securities Exchange Act of 1934, as amended.




3.  Conversion
      of Note.




(a)  On
      or
      after the Due Date or upon an effective registration of the Company’s stock, the
      Payee may convert all or part of the remaining principal balance, plus accrued
      interest, of this Note into the common stock, par value $0.001 per share, of
      the
      Company (the “Common Stock”). In the event of a conversion, the number of shares
      of the Common Stock to be issued shall be determined by dividing (i) the
      unpaid principal balance of this Note, plus any accrued interest by
      (ii) eighty percent (80%) of the average of the lowest three closing bid
      prices in past 20 trading days immediately preceding any such conversion. All
      such Common Stock conversions shall not exceed 4.99% of the then outstanding
      Common Stocks of the Company. If this Note is surrendered for conversion, it
      shall be duly endorsed, or be accompanied by a written instrument of transfer
      in
      a form satisfactory to the Company duly executed by the holder of this Note.
      For
      convenience, the conversion of all or a portion, as the case may be, of the
      principal, plus accrued interest, of this Note into the Common Stock is
      hereinafter sometimes referred to as the conversion of this Note. In the event
      that this Note is converted in part only, upon such conversion the Company
      shall
      execute and deliver to the Payee, without service charge, a new Note or Notes,
      of any authorized denomination or denominations as requested by the Payee,
      in
      aggregate principal amount equal to and in exchange for the unconverted portion
      of the principal and accrued interest of the Note so surrendered.




(b)  As
      promptly as practicable after the surrender, as herein provided, of this Note
      or
      portion thereof in proper form for conversion, the Company shall deliver a
      certificate or certificates representing the number of fully paid and
      nonassessable shares of the Common Stock into which this Note (or portion
      thereof) may be converted in accordance with the provisions of this Note.
      Subject to the following provisions of this Paragraph 3, such conversion shall
      be deemed to have been made immediately prior to the close of business on the
      date that this Note or portion thereof shall have been surrendered for
      conversion, accompanied by written notice, so that the rights of the Payee
      as
      holders thereof shall cease with respect to this Note (or the portion thereof
      being converted) at such time, and the person or persons entitled to receive
      the
      shares of the Common Stock upon conversion of this Note or portion thereof
      shall
      be treated for all purposes as having become the record holder of such shares
      of
      the Common Stock at such time. Provided, however, that no such surrender on
      any
      date when the stock transfer books of the Company shall be closed shall be
      effective to constitute the person or persons entitled to receive the shares
      of
      the Common Stock upon such conversion as the record holder or holders of such
      shares of the Common Stock on such date, but such surrender shall be effective
      to constitute the person or persons entitled to receive such shares of the
      Common Stock as the record holder or holders thereof for all purposes
      immediately prior to the close of the business on the next succeeding day on
      which such stock transfer books are open.





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(c)  No
      fractional shares or scrip representing fractional shares shall be issued upon
      the conversion of this Note. If more than one Note shall be surrendered for
      conversion at one time by the Payee, the number of full shares issuable upon
      conversion thereof shall be computed on the outstanding shares of the Common
      Stock, or in case of any sale or conveyance to another corporation of the
      property of the Company as an entirety or substantially as an entirety, the
      Payee shall have the right thereafter to convert this Note into the kind and
      amount of shares of stock of the Company or of such successor or purchasing
      corporation and other securities and property receivable upon such
      reclassification, change, consolidation, merger, sale, or conveyance by the
      Payee of the number of shares of Common Stock into which this Note might have
      been converted immediately prior to such reclassification, change,
      consolidation, merger, sale or conveyance. The provisions of this paragraph
      shall similarly apply to successive reclassifications, changes, consolidations,
      mergers, sales, or conveyances.




(d)  The
      Company covenants that it will at times reserve and keep available out of its
      authorized Common Stock solely for the purpose of issue upon conversion of
      this
      Note as herein provided, such number of shares of the Common Stock as shall
      then
      be issuable upon the conversion of unpaid balance, including accrued interest,
      of this Note. The Company covenants that a]l shares of the Common Stock which
      shall be so issuable shall, when issued, be duly and validly issued and fully
      paid and nonassessable.




(e)  The
      Company covenants that upon conversion of this Note as herein provided, there
      will be credited to the Common Stock stated capital from the consideration
      for
      which the shares of the Common Stock issuable upon such conversion are issued
      an
      amount per share of the Common Stock so issued as determined by the Board of
      Directors, which amount shall not be less than the amount required by law and
      by
      the Company’s Articles of Incorporation, as amended, as in effect on the date of
      such conversion. For the purposes of this covenant, the principal amount of
      the
      Note converted, less the amount of cash paid in lieu of the issuance of
      fractional shares of such conversion, shall be deemed to be the amount of
      consideration for which the shares of the Common Stock issuable upon such
      conversion are issued.




(f)  The
      issuance of certificates for shares of the Common Stock upon the conversion
      of
      this Note shall be made without charge to the Payee so converting for any tax
      in
      respect of the issuance of such certificates, and such certificates shall be
      issued in the name of, or in such names as may be directed by, the Payee;
      provided, however, that the Company shall not be required to pay any tax which
      may be payable in respect of any transfer involved in the issuance and delivery
      of any such certificate in the name other than that of the Payee, 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.




4.  Events
      of
      Default.




(a)  If
      any
      one or more of the following events (herein individually referred to as an
      “Event of Default”) shall have occurred for any reason and shall be continuing
      at the time of any notice thereof from the Payee:




(i)  Default
      shall be made in the due observance and performance of any covenant, agreement
      or condition in this Note (including the payment of any interest or principal)
      and such default shall continue for a period of 30 days after written notice
      thereof to the Company by the Payee; or




(ii)  The
      Company shall:




(1)  Admit
      in
      writing its inability to pay its debts generally as they become
      due;





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(2)  File
      a
      petition in bankruptcy or a petition to take advantage of any insolvency
      act;




(3)  Make
      an
      assignment for the benefit of its creditors;




(4)  Consent
      to the appointment of a receiver of itself or of the whole or any substantial
      part of its property; or




(5)  On
      a
      petition in bankruptcy filed against it, be adjudicated a bankrupt;




(iii)  The
      Company or any subsidiary shall file a petition or answer seeking reorganization
      or arrangement under the federal bankruptcy laws or any other applicable law
      or
      statute of the United States of America or any state or district or territory
      thereof; or




(iv)  A
      court
      of competent jurisdiction shall enter an order, judgment or decree appointing,
      without the consent of the Company or such subsidiary, a receiver of the Company
      or any of its subsidiaries or of the whole or any substantial part of its
      property, or approving a petition filed against the Company or any of its
      subsidiaries seeking reorganization or arrangement under the federal bankruptcy
      laws or any other applicable law or statute of the United States of America
      or
      any state or district or territory thereof, and such order, judgment or decree
      shall not be vacated or set aside or stayed within 60 days from the date of
      the
      entry thereof; or




(v)  Under
      the
      provisions of any other law for the relief or aid of debtors, any court of
      competent jurisdiction shall assume custody or control of the Company or any
      of
      its subsidiaries or of the whole or any substantial part of its property, and
      such custody or control shall not be terminated or stayed within 60 days from
      the date of assumption of such custody or control;




then,
      at
      the option of the Payee, this Note shall thereupon become and be due and
      payable, without any other presentment, demand, protest or notice of any kind,
      all of which are hereby expressly waived.




(b)  If
      any
      event shall occur that constitutes, or after continuance for a specified period
      would constitute, an Event of Default under this Paragraph 4, or if the holder
      of this Note shall demand payment or take any other action permitted upon the
      occurrence of any such event, the Company will at once give notice to all Payee,
      specifying the nature of such event or of such demand or action, as the case
      may
      be.




(c)  In
      case
      any one or more of the Events of Default specified above in this Paragraph
      4
      shall have happened and be continuing, the holder of this Note may proceed
      to
      protect and enforce its rights either by suit in equity and/or by action at
      law,
      or by other appropriate proceeding, whether for the specific performance (to
      the
      extent permitted by law) of any covenant or agreement contained in this Note
      or
      in aid of the exercise of any power granted in this Note, or proceed to enforce
      the payment of this Note or to enforce any other legal or equitable right of
      the
      holder of this Note.




(d)  No
      remedy
      herein contained on the holder hereof is intended to be exclusive of any other
      remedy and each and every such remedy shall be cumulative and shall be in
      addition to every other remedy given hereunder or now or hereafter existing
      at
      law or in equity or by statute or otherwise.




5.  Miscellaneous.




(a)  No
      Sinking Fund. The Company is not required to establish any sinking fund with
      respect to this Note.





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(b)  Collection
      Fees. In the event of default hereunder and if this Note is placed in the hands
      of an attorney for collection (whether or not suit is filed) or if this Note
      is
      collected by suit or legal proceedings or through bankruptcy proceedings, the
      Company agrees to pay in addition to all sums then due hereon, including
      principal and interest, all reasonable expenses of collection including
      reasonable attorneys’ fees.




(c)  Registered
      Owner Transfer. The Company and any agent of the Company may treat the person
      whose name appears above as the absolute owner hereof for the purpose of
      receiving payment of, or on account of, the principal or interest due hereon
      and
      for all other purposes, and neither the Company nor any such agent shall be
      affected by notice to the contrary. Subject to compliance with applicable
      federal and state securities laws, this Note is transferable only on the books
      of the Company by the registered holder in person or by attorney on surrender
      of
      this Note properly endorsed.




(d)  No
      Recourse. This Note is the obligation of the Company only, and no recourse
      shall
      be had for the payment hereof or the interest hereon against any incorporator,
      shareholder, director or officer as such (whether past, present or future)
      of
      the Company or any successor entity whether by virtue of any constitution,
      statute or rule of law or equity, or by the enforcement of any assessment or
      penalty, or otherwise, all such liability of the incorporators, shareholders,
      directors and officers as such being expressly waived and released by the holder
      hereof by the acceptance of this Note.




(e)  Successor
      Entity. The Company may not consolidate with or merge into, or transfer all
      or
      substantially all of its assets to, another corporation unless the successor
      corporation assumes all of the obligations of the Company under this Note and
      immediately after the transaction no default exists with respect to this Note.
      Thereafter, all such obligations of the Company shall terminate.




(f)  Maximum
      Rate of Interest. Notwithstanding any provisions to the contrary in this Note
      or
      in any of the documents relating hereto, in no event shall this Note or such
      documents require the payment or permit the collection of interest in excess
      of
      the maximum amount permitted by the laws of the State of Florida. If any such
      excess of interest is contracted for, charged or received under this Note or
      under the terms of any of the documents relating hereto, or in the event the
      maturity of the indebtedness evidenced by this Note is accelerated in whole
      or
      in part, or in the event that all or part of the principal or interest of this
      Note shall be prepaid, so that under any of such circumstances the amount of
      interest contracted for, charged or received under this Note or under any of
      the
      documents relating hereto, on the amount of principal actually outstanding
      from
      time to time under this Note shall exceed the maximum amount of interest
      permitted by the laws of the State of Florida, then in any such
      event:




(i)  The
      provisions of this Paragraph 5(f) shall govern and control;




(ii)  Neither
      the Company nor any other person or entity now or hereafter liable for the
      payment hereof, shall be obligated to pay the amount of such interest to the
      extent that it is in excess of the maximum amount of interest permitted by
      the
      laws of the State of Florida;




(iii)  Any
      such
      excess which may have been collected shall be either applied as a credit against
      the then unpaid principal amount hereof or refunding to the Company, at the
      holder’s option; and




(iv)  The
      effective rate of interest shall be automatically reduced to the maximum lawful
      rate of interest allowed under the laws of the State of Florida as now or
      hereafter construed by the courts having jurisdiction thereof,




(g)  Rate
      of
      Interest. It is further agreed that without limitation of the foregoing, all
      calculations of the rate of interest contracted for, charged or received under
      this Note or under such other documents which are made for the purpose of
      determining whether such rate exceeds the maximum lawful rate of interest,
      shall
      be made, to the extent permitted by the laws of the State of Florida, by
      amortizing, prorating, allocating and spreading during the period of the full
      stated term of the indebtedness evidenced hereby, all interest at any time
      contracted for, charged or received from the Company or otherwise by the holder
      or holders hereof in connection with such indebtedness.




**Issued
                this 2nd day of January, 2006****THE
                JACKSON RIVERS COMPANY**By:Jeffrey
                W. Flannery, CEO




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