PROMISSORY  NOTE
                                (HOUSTON, TEXAS)

$  417,681.90                                                   JULY  21,  2008

     The  undersigned, JK Acquisition Corp., a Delaware corporation (hereinafter
called  "Maker"or  the "Corporation"), whose address for purposes hereof is 4265
San  Felipe,  Suite  1100, Houston, Texas, for value received, without grace, in
the  manner,  on the dates and in the amounts herein stipulated, promises to pay
to  Keith  D.  Spickelmier (hereinafter called "Payee"), at 2 Pinehill, Houston,
Texas,  or at such other place as Payee may hereafter designate, the sum of FOUR
HUNDRED  SEVENTEEN  THOUSAND  SIX  HUNDRED  EIGHTY  ONE DOLLARS AND NINETY CENTS
($417,681.90), in lawful money of the United States of America, with interest at
the  rate  herein  specified.

SECTION  1.  INTEREST  ACCRUAL.  The  unpaid  principal amount from time to time
outstanding  hereunder  shall bear interest from and after the date hereof until
such  amount  is paid in full at a fixed rate per annum equal FIVE PERCENT (5%).
Interest  on  this Note shall be computed on the basis of a 365-day year for the
actual  number  of  days  elapsed.

SECTION  2.  PAYMENT OBLIGATION AND PREPAYMENT.  The unpaid principal balance of
this  Note with all accrued but unpaid interest thereon shall be due and payable
in  full on DEMAND, or in the event there is no demand, on or before midnight on
fifth  annual  anniversary  of  the  date  of  this  Note (the "Maturity Date").

     The  principal  amount of this Note and all accrued interest thereon may be
prepaid  in  cash  at  any time.  Any payment shall be applied first, to accrued
interest,  and  second,  to  principal.  No  further interest will accrue on the
portion  of this Note to be prepaid from and after the date fixed for prepayment
if  payment  of  the  prepayment  amount  has  been  made  or duly provided for.

     At  any  time prior to the Maturity Date and prior to payment or redemption
of  this  Note,  and,  in the event that the Corporation elects to redeem or pay
this  Note  prior  to  maturity,  within  ten  days after Payee's receipt of any
redemption  or  prepayment  notice, Payee may at his sole discretion convert the
entire  principal  amount  of  this  Note, or any portion thereof, together with
accrued  and  unpaid  interest,  if  any,  into  shares  of  common stock of the
Corporation  ("Common  Stock") at the conversion price as defined in section 3.5
below,  subject to adjustments as described below (the "Conversion Price").  The
right  to  convert  this  Note  by  Payee after it is called for redemption will
terminate  at  the  close  of  the  tenth  day  following  receipt by Payee of a
redemption  notice;  provided that such period for Conversion may be extended by
the  Corporation  at  its  sole  and  absolute  discretion.

SECTION  3.  CONVERSION.

     3.1     Conversion.  On  a date (the "Conversion Date") on which any amount
remains  outstanding  on  this  Note  and  on which Payee gives to Maker written
notice  that  Payee  wishes for the entire principal amount of this Note, or any
portion  thereof,  together  with  accrued  and  unpaid  interest, if any, to be
converted  into  Maker's Common, this Note shall, without any action required on
the  part  of either Maker or Payee, automatically convert into, and Payee shall
be  entitled to receive in lieu of payment of the indebtedness evidenced hereby,
a  number  of shares of Common Stock equal to the quotient of (a) a sum equal to
the outstanding principal amount of and accrued interest on this Note that Maker
desires  to  so  convert,  divided  by (b) the "Conversion Price" (as defined in
Section  3.5  below)  in  effect  at  the  Conversion  Date.

     3.2     Issuance  of Certificates. As promptly after the Conversion Date as
reasonably  practicable  and  after  Payee's  surrender  of  this  Note  marked
"Cancelled",  Maker  shall  instruct  its transfer agent to issue and deliver to
Payee  at  the  address of Payee set forth above, without any charge to Payee, a
certificate or certificates (issued in the name of Payee) for the number of full
shares  of  Common  Stock  of  Maker  issuable upon the conversion of this Note.

     3.3     Status  on Conversion. Upon conversion of this Note, Payee shall be
deemed  to  have  become the stockholder of record of the shares of Common Stock
into  which  this  Note is converted on the Conversion Date (unless the transfer
books  of Maker are closed on that date, in which event Payee shall be deemed to
have  become  the  stockholder of record on the next succeeding day on which the
transfer  books  are  open  and the conversion shall be at the rate in effect on
such  date).

     3.4     Elimination of Fractional Interests. No fractional shares of Common
Stock  shall be issued upon conversion of this Note, nor shall Maker be required
to  pay cash in lieu of fractional interests, it being the intent of the parties
that  all  fractional  interests  shall  be eliminated and that all issuances of
Common  Stock  shall  be  rounded  up  to  the  nearest  whole  share.

     3.5     Conversion  Price.

     (a)     The  initial  Conversion  Price  of  this  Note  shall  be  $0.008.

     (b)      The  Conversion  Price  shall  be  adjusted  from  time to time as
follows:  if  Maker shall at any time after the date hereof (i) issue any shares
of Common Stock by way of a dividend or other distribution on any stock of Maker
and  without  consideration, or (ii) subdivide or combine its outstanding shares
of  Common  Stock,  the  Conversion Price shall be adjusted (to the nearest full
cent) by multiplying (x) the Conversion Price in effect immediately prior to the
adjustment  by  (y)  a  fraction,  the numerator of which is the total number of
shares  of  Common  Stock outstanding immediately before the issuance of shares,
and  the  denominator  of  which  is  the total number of shares of Common Stock
outstanding  immediately  after  such issuance or sale.  For the purposes of any
computation to be made in accordance with this Section 3, shares of Common Stock
issuable by way of dividend or other distribution on any stock of Maker shall be
deemed  to have been issued immediately after the opening of business on the day
following  the  record  date  for  the determination of stockholders entitled to
receive  such  dividend  or  other  distribution.

     3.6     Effect of Reclassification, Consolidation, Merger, etc.  In case of
the reclassification or change of outstanding shares of Common Stock (other than
a  change in par value, or from no par value to par value or vice versa, or as a
result  of a subdivision or combination), or in the case of any consolidation or
merger of Maker with or into a corporation (other than a consolidation or merger
into  which  Maker is the surviving corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock except a change
as  a  result  of a subdivision or combination of such shares or a change in par
value  as  described  above),  or in the case of a sale or conveyance to another
corporation  of all or substantially all of the assets of Maker, this Note shall
be  converted on the Conversion Date into the kind and number of shares of stock
and/or  other  securities  or  property  receivable  upon such reclassification,
change,  consolidation,  merger, sale or conveyance by a holder of the number of
shares  of  Common  Stock  into  which  this  Note  might  have  been  converted
immediately  before  the  time  of  determination  of  the stockholders of Maker
entitled  to  receive  such shares of stock and/or other securities or property.
Maker  shall  be  obligated  to  retain  and  set  aside, or otherwise make fair
provision  for  exercise  of  the right of Payee to receive, the shares of stock
and/or  other  securities  or  property  provided  for  in  this  Section  3.6.

     3.7     Certificate  Concerning  Adjusted  Conversion  Price.  Whenever the
Conversion  Price  is adjusted pursuant to this Section 3, Maker promptly shall:
(i)  place  on  file  at its principal executive office an officer's certificate
signed  by  the  chief  financial  officer  or  controller  of  Maker showing in
appropriate detail the facts requiring such adjustment, the computation thereof,
and  the  adjusted Conversion Price, and shall exhibit the certificate from time
to  time  to  Payee  of this Note if Payee desires to inspect the same; and (ii)
mail  or  cause  to be mailed to Payee, in the manner provided for giving notice
pursuant  to  this Note, a notice stating that such adjustment has been made and
setting  forth  the  adjusted  Conversion  Price.

     3.8     Reservation and Listing of Shares for Issuance. Maker shall reserve
and  keep  available  out of its authorized and unissued shares of Common Stock,
for  the  purpose  of  effecting the conversion of this Note, such number of its
duly  authorized  shares  as shall from time to time be sufficient to effect the
conversion  of this Note. Maker covenants that all shares of Common Stock issued
upon  conversion  of  this Note in compliance with the terms hereof will be duly
and  validly  issued  and  fully  paid and non-assessable.  As long as this Note
shall  be  outstanding, Maker shall use its reasonable best efforts to cause all
shares  of  Common  Stock  issuable  upon  conversion  of this Note to be listed
(subject  to  official  notice of issuance) on all securities exchanges on which
the  Common  Stock  is  then  listed,  if  any.

     3.9     Investment  Intent,  Restrictions  on  Transfer, Legends etc. Payee
acknowledges  that  this  Note and the Common Stock to be issued upon conversion
have  not  been  registered under the Securities Act of 1933, as now in force or
hereafter  amended,  or any successor legislation (the "Act"), and agrees not to
sell,  pledge, distribute, offer for sale, transfer or otherwise dispose of this
Note  or  any  Common  Stock  issued  upon  conversion  in the absence of (i) an
effective  registration  statement  under  the Act as to this Note or the Common
Stock  and  registration or qualification of this Note or the Common Stock under
any  applicable  blue  sky  or  state  securities law then in effect, or (ii) an
opinion  of  counsel,  satisfactory  to  Maker,  that  such  registration  and
qualification  are  not  required.  Without  limiting  the  generality  of  the
foregoing,  unless  the offering and sale of Common Stock issued upon conversion
to  be  issued shall have been effectively registered under the Act, Maker shall
be under no obligation to issue the shares covered by such conversion unless and
until  Payee  shall  have  executed  an  investment letter in form and substance
satisfactory to Maker, including a warranty at the time of such exercise that he
is acquiring such shares for his own account, for investment and not with a view
to,  or  for  sale  in  connection with, the distribution of any such shares, in
which event Payee shall be bound by the provisions of a legend to such effect on
the  certificate(s)  representing Common Stock to be issued upon conversion.  In
addition,  without  limiting  the  generality  of the foregoing, Maker may delay
issuance  of  Common  Stock to be issued upon conversion until completion of any
action  or obtaining of any consent, which Maker believes necessary or advisable
under any applicable law (including without limitation state securities or "blue
sky"  laws).

SECTION  4.  DEFAULTS  AND  REMEDIES.

     Time  is  of  the essence concerning this Note.  If this Note is not timely
paid  at  maturity,  then  Payee  may  institute  in  any  court  of  competent
jurisdiction  an  action for collection.  In such event, Maker agrees to pay all
expenses  incurred,  including  reasonable  attorneys'  fees, all of which shall
become  a  part  of  the  principal  hereof.

     Maker and each and all other liable parties expressly and specifically, (i)
severally  waive  grace,  presentment for payment, demand for payment, notice of
intent to accelerate and notice of acceleration, notice of dishonor, protest and
notice  of  protest,  notice  of  nonpayment, and any and all other notices, the
filing  of  suit  and  diligence in collecting this Note or enforcing any of the
security  herefor,  (ii)  severally  agree  to  any substitution, subordination,
exchange  or  release  of  any security held for the payment of this Note or any
other  obligation  to  Payee  and  release of any party primarily or secondarily
liable  hereon,  (iii) severally agree that Payee shall not be required first to
institute suit or exhaust Payee's remedies hereon against Maker or other parties
liable  hereon or to enforce Payee's rights against them or any security herefor
in  order  to  enforce  payment  of this Note by any of them, and (iv) severally
agree  to  any  extension or postponement of time of payment of this Note and to
any  other indulgence with respect hereto without notice thereof to any of them.

SECTION  5.  MISCELLANEOUS.

     The  invalidity,  or  unenforceability  in particular circumstances, of any
provision  of  this  Note  shall  not  extend  beyond  such  provision  or  such
circumstances  and  no  other  provision of this Note shall be affected thereby.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE  STATE  OF  TEXAS  AND  THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

     IN  WITNESS  WHEREOF, the undersigned has set his hand hereunto as of as of
the  day  and  year  first  above  written.

                                      JK  ACQUISITION  CORP.

                                      By:_______________________________________
                                      James  P.  Wilson,  Chairman  and  CEO