AMENDMENT TO UNSECURED PROMISSORY NOTE DUE ON DEMAND

WHEREAS, the parties to that certain Unsecured Promissory Note, dated December 29, 2008 (the “ Note ”), in the initial Principal Amount of $25,000.00 are The Saint James Company, a North Carolina corporation (the “ Company ”) and Pinnacle Resources, Inc., a Wyoming corporation (the “ Payee ”);

WHEREAS, each of the Company and the Payee desires to amend the Note to provide for certain conversion and registration rights;

NOW, THEREFORE, in consideration of these presents, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Note (this “ Amendment ”) by providing for additional Sections 5, 6, and 7, as follows:

Section 5 .             Conversion .

a)            Voluntary Conversion .  At any time after the date of this Amendment and until the Note is no longer outstanding, this Note (inclusive of principal and all accrued and unpaid interest thereon) shall be convertible, in whole or in part, into shares of common stock of the Company (the “ Common Stock ”) at the option of the Payee, at any time and from time to time (subject to the conversion limitations set forth in Section 5(c) hereof).  The Payee shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (a “ Notice of Conversion ”), specifying therein the principal amount and the accrued and unpaid interest thereon of this Note to be converted and the date on which such conversion shall be effected (such date, the “ Conversion Date ”).  If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder.  To effect conversions hereunder, the Payee shall not be required to surrender this Note to the Company physically unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted.  Conversions hereunder shall have the effect of lowering the outstanding principal amount and the unpaid interest thereon of this Note in an amount equal to the applicable conversion.  The Payee and the Company shall maintain records showing the principal amount(s) and the accrued and unpaid interest thereon so converted and the date of such conversion(s).  The Company may deliver an objection to any Notice of Conversion within one Business Day of delivery of such Notice of Conversion.  In the event of any dispute or discrepancy, the records of the Payee shall be controlling and determinative in the absence of manifest error.   The Payee, and any assignee by acceptance of this Amendment and of the Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of the Note, the unpaid and unconverted principal amount of the Note may be less than the amount stated on the face thereof.

b)            Conversion Price .  The conversion price in effect on any Conversion Date shall be $0.50, subject to adjustment herein (the “ Conversion Price ”).

c)            Conversion Limitations .  The Company shall not effect any conversion of the Note, and a Payee shall not have the right to convert any portion of the Note, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, the Payee (together with the Payee’s Affiliates, and any other person or entity acting as a group together with the Payee or any of the Payee’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Payee and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that are issuable upon (A) conversion of the remaining, unconverted principal amount of the Note beneficially owned by the Payee or any of its Affiliates, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Payee or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 5(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations promulgated thereunder.  To the extent that the limitation contained in this Section 5(c) applies, the determination of whether the Note is convertible (in relation to other securities owned by the Payee together with any Affiliates) and of which principal amount of the Note is convertible shall be in the sole discretion of the Payee, and the submission of a Notice of Conversion shall be deemed to be the Payee’s determination of whether the Note may be converted (in relation to other securities owned by the Payee together with any Affiliates) and which principal amount of the Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Payee will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination.  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  For purposes of this Section 5(c), in determining the number of outstanding shares of Common Stock, the Payee may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following:  (A) the Company’s most recent periodic or annual report, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent 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 a Payee, the Company shall within two days on which the New York Stock Exchange is open for business (each, a “ Trading Day ”) confirm orally and in writing to the Payee 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 Payee or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note held by the Payee.  The Payee, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(c).  Any such increase or decrease will not be effective until the 61 ^st day after such notice is delivered to the Company.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(c) to correct this paragraph (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.  The limitations contained in this paragraph shall apply to a successor holder of the Note.

i.            Conversion Shares Issuable Upon Conversion of Principal Amount .  The number of shares of Common Stock issuable upon conversion of the Note (collectively, the “ Conversion Shares ”) issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Note to be converted by (y) the Conversion Price.

ii.            Delivery of Certificate Upon Conversion .  Not later than three Trading Days after each Conversion Date (the “ Share Delivery Date ”), the Company shall deliver, or cause to be delivered, to the Payee a certificate or certificates representing the Conversion Shares representing the number of Conversion Shares being acquired upon the conversion of the Note.

iii.            Obligation Absolute .  The Company’s obligations to issue and deliver the Conversion Shares upon conversion of the Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Payee to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity (either, a “ Person ”) or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Payee or any other Person of any obligation to the Company or any violation or alleged violation of law by the Payee or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Payee in connection with the issuance of such Conversion Shares; provided , howev