UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14C

                 INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]

FILED BY PARTY OTHER THAN THE REGISTRANT [ ]

CHECK THE APPROPRIATE BOX:

[X]  Preliminary Information Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14c-5(d)(2))
[ ]  Definitive Information Statement

                           THE JACKSON RIVERS COMPANY
                (Name of Registrant as specified in its charter)

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[X]  No fee required.
(1)  Title of each class of securities to which transaction applies:
(2)  Aggregate number of securities to which transactions applies:
(3)  Per unit price or other underlying value of transaction computed pursuant
     to exchange act rule 0-11:
(4)  Proposed maximum aggregate value of transaction:
(5)  Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by exchange act rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.
(1)  Amount previously paid:
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(4)  Date filed:



                           THE JACKSON RIVERS COMPANY
                          27 RADIO CIRCLE, MOUNT KISCO
                                NEW YORK , 10549
                            TELEPHONE (619) 615-4242

                                January 10, 2005

To Our Stockholders:

     The  purpose  of  this  information  statement  is to inform the holders of
record  of  shares of our common and preferred stock as of the close of business
on  the  record  date,  December  21,  2004  that  our  board  of  directors has
recommended,  and  that the holder of the majority of votes of our stock intends
to vote on January 31, 2005 to effect the following corporate actions:

     1.     Ratify  the  November  22,  2004  amendment  to  our  articles  of
incorporation  to  change  the  par value of our common and preferred stock from
$0.001  per  share  to  $0.00001  per  share;

     2.     Ratify  the  November  22, 2004 reverse split of our common stock on
the  basis  of  one  post-consolidation  share  for  each  one  thousand
pre-consolidation  shares;

     3.     Approve  an  amendment  to our articles of incorporation to increase
the  authorized  number  of  shares  of  our  common stock from 1,980,000,000 to
5,000,000,000  shares;

     4.     Approve  an  amendment  to our articles of incorporation to increase
the  authorized  number  of  shares  of  our preferred stock from 200,000,000 to
1,000,000,000  shares;

     5.     Grant discretionary authority to our board of directors to implement
a reverse split of our common stock on the basis of one post-consolidation share
for  up  to  each 2,000 pre-consolidation shares to occur at some time within 12
months  of  the  date  of this information statement, with the exact time of the
reverse split to be determined by the board of directors; and

     6.     Approve the following Stock Plans of The Jackson Rivers Company (the
"Stock  Plans"):

          (a)     Employee Stock Incentive Plan for the Year 2004 No. 3, adopted
by  the  directors  on  August  9,  2004  with  150,000,000 shares available for
issuance  under  the  Plan.

          (b)     Non-Employee Directors and Consultants Retainer Stock Plan for
the Year 2004 No. 3, adopted by the directors on August 9, 2004, with 49,000,000
shares available for issuance under the Plan.

          (c)     Employee Stock Incentive Plan for the Year 2004 No. 4, adopted
by  the  directors  on  September  8, 2004 with 400,000,000 shares available for
issuance  under  the  Plan.

          (d)     Non-Employee Directors and Consultants Retainer Stock Plan for
the  Year  2004  No.  4,  adopted  by  the  directors on September 8, 2004, with
99,000,000 shares available for issuance under the Plan.

     On  December  21, 2004, we had 92,474,495 shares of our common stock issued
and  outstanding,  980,000  shares  of  the  Series A preferred stock issued and
outstanding  and  no  shares  of  our  Series  B  preferred  stock  issued  and
outstanding.  We have a consenting stockholder, Dennis N. Lauzon, our president,
chief  executive officer and director, who holds 22,000,000 shares of our common
stock  and  980,000  shares  of our Series A preferred stock.  Each share of our
common  stock  is  entitled  to  one  vote  on  all  matters  brought before the
stockholders and each share of our Series A preferred stock outstanding entitles
the  holder to 2,000 votes of the common stock on all matters brought before the
stockholders.  Therefore,  Mr.  Lauzon will have the power to vote 1,982,000,000
shares  of the common stock, which number exceeds the majority of the 92,474,495
issued  and  outstanding  shares  of  our  common  stock  on  the  record  date.


                                      -1-

     Mr.  Lauzon  will vote to ratify and approve the amendments to our articles
of  incorporation,  to ratify the November 22, 2004 reverse stock split, for the
grant  of discretionary authority to the board with respect to the reverse stock
split  and  for the approval of the Stock Plans.  Mr. Lauzon will have the power
to  pass  the  proposed  corporate actions without the concurrence of any of our
other  stockholders.

     WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

     We appreciate your continued interest in The Jackson Rivers Company.

                                              Very truly yours,

                                              /s/ Dennis N. Lauzon

                                              Dennis N. Lauzon
                                              President


                                      -2-

                           THE JACKSON RIVERS COMPANY
                          27 RADIO CIRCLE, MOUNT KISCO
                                NEW YORK , 10549
                            TELEPHONE (619) 615-4242

                              INFORMATION STATEMENT

     WE  ARE  NOT  ASKING  YOU  FOR  A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.

     This  information  statement  is  furnished to the holders of record at the
close  of  business  on  December  21, 2004, the record date, of the outstanding
common and preferred stock of The Jackson Rivers Company, pursuant to Rule 14c-2
promulgated under the Securities Exchange Act of 1934, as amended, in connection
with  an  action by the holder of the majority of the votes of our stock intends
to take on January 31, 2005 to effect the following corporate actions:

     1.     Ratify  the  November  22,  2004  amendment  to  our  articles  of
incorporation  to  change  the  par value of our common and preferred stock from
$0.001  per  share  to  $0.00001  per  share;

     2.     Ratify  the  November  22, 2004 reverse split of our common stock on
the  basis  of  one  post-consolidation  share  for  each  one  thousand
pre-consolidation  shares;

     3.     Approve an  amendment  to our  articles of incorporation to increase
the  authorized  number  of  shares  of  our  common stock from 1,980,000,000 to
5,000,000,000  shares;

     4.     Approve  an  amendment  to our articles of incorporation to increase
the  authorized  number  of  shares  of  our preferred stock from 200,000,000 to
1,000,000,000  shares;

     5.     Grant discretionary authority to our board of directors to implement
a reverse stock split of our common stock on the basis of one post-consolidation
share for up to each 2,000 pre-consolidation shares to occur at some time within
12  months of the date of this information statement, with the exact time of the
reverse split to be determined by the board of directors; and

     6.     Approve  the  following  Stock  Plans of The Jackson Rivers Company:

          (a)     Employee Stock Incentive Plan for the Year 2004 No. 3, adopted
by  the  directors  on  August  9,  2004  with  150,000,000 shares available for
issuance  under  the  Plan.

          (b)     Non-Employee Directors and Consultants Retainer Stock Plan for
the Year 2004 No. 3, adopted by the directors on August 9, 2004, with 49,000,000
shares  available  for  issuance  under  the  Plan.

          (c)     Employee Stock Incentive Plan for the Year 2004 No. 4, adopted
by  the  directors  on  September  8, 2004 with 400,000,000 shares available for
issuance  under  the  Plan.

          (d)     Non-Employee Directors and Consultants Retainer Stock Plan for
the  Year  2004  No.  4,  adopted  by  the  directors on September 8, 2004, with
99,000,000  shares  available  for  issuance  under  the  Plan.

     This information statement will be sent on or about January 10, 2005 to our
stockholders  of  record  who do not sign the majority written consent described
herein.

                                VOTING SECURITIES

     In  accordance  with our bylaws, our board of directors has fixed the close
of  business  on  December  21,  2004  as  the  record  date for determining the
stockholders  entitled  to  notice  of  the  above  noted  actions.  The


                                      -1-

ratification  and  approval  of the amendments to our articles of incorporation,
the  ratification  of the November 22, 2004 reverse stock split, the approval of
the  discretionary  authority  with  respect  to the reverse stock split and the
approval  of the Stock Plans require a majority of the votes entitled to be cast
on  the  matter  within a separate voting group of stockholders once a quorum is
present and voting. The quorum necessary to conduct business of the stockholders
consists  of  one-third  of the total shares entitled to be cast at a meeting of
the  stockholders.

     As  of  the  record date, 92,474,495 shares of our common stock were issued
and  outstanding  and 980,000 shares of our Series A preferred stock were issued
and  outstanding.  We  have  a  consenting  stockholder,  Dennis  N. Lauzon, our
president,  chief executive officer and director, who holds 22,000,000 shares of
our common stock and 980,000 shares of our Series A preferred stock.  Each share
of  our  common  stock is entitled to one vote on all matters brought before the
stockholders and each share of our Series A preferred stock outstanding entitles
the  holder to 2,000 votes of the common stock on all matters brought before the
stockholders.  Therefore,  Mr.  Lauzon will have the power to vote 1,982,000,000
shares  of the common stock, which number exceeds the majority of the 92,474,495
issued and outstanding shares of our common stock on the record date.

     Mr.  Lauzon  will vote to ratify and approve the amendments to our articles
of  incorporation,  to ratify the November 22, 2004 reverse stock split, for the
grant  of discretionary authority to the board with respect to the reverse stock
split  and  for the approval of the Stock Plans.  Mr. Lauzon will have the power
to  pass  the  proposed  corporate actions without the concurrence of any of our
other  stockholders.

DISTRIBUTION AND COSTS

     We  will pay all costs associated with the distribution of this information
statement,  including  the  costs of printing and mailing.  In addition, we will
only  deliver  one information statement to multiple security holders sharing an
address,  unless  we have received contrary instructions from one or more of the
security  holders.  Also,  we  will  promptly  deliver  a  separate copy of this
information  statement  and  future  stockholder  communication documents to any
security  holder  at a shared address to which a single copy of this information
statement  was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing  an  address  to  which  multiple copies are now delivered, upon written
request  to  us  at  our  address  noted  above.

     Security  holders  may  also  address future requests regarding delivery of
information  statements  and/or  annual  reports by contacting us at the address
noted  above.

DISSENTERS' RIGHT OF APPRAISAL

     No  action  will be taken in connection with the proposed corporate actions
by  our board of directors or the voting stockholders for which Florida law, our
articles  of incorporation or bylaws provide a right of a stockholder to dissent
and obtain appraisal of or payment for such stockholder's shares.

RATIFICATION OF THE NOVEMBER 22, 2004 AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO CHANGE THE PAR VALUE OF OUR COMMON AND PREFERRED STOCK FROM $0.001 PER SHARE
                              TO $0.00001 PER SHARE
                                  (PROPOSAL 1)

     Our  board  of  directors has unanimously adopted a resolution to amend our
articles  of  incorporation  to change the par value of our common and preferred
stock from $0.001 per share to $0.00001 per share.  The certificate of amendment
changing  the  par value of our common and preferred stock to $0.00001 per share
was  filed  with  the  Secretary  of State of Florida on November 22, 2004.  The
amendment  will  not  have  any  material  affect  on  our business, operations,
reporting  requirements  or  stock  price.  Stockholders will not be required to
have  new  stock certificates reflecting the change in the par value.  A copy of
the proposed resolution ratifying the amendment to our articles of incorporation
to  change  our  par  value  per  share  is  contained  in  Attachment A to this
                                                            ------------
information  statement.  The  amendment  became  effective  upon  filing  of  a
certificate  of amendment of our articles of incorporation with the Secretary of
State  of  Florida  effective  November  22,  2004.


                                      -2-

     We  believe  that  a  change  from  a par value of $0.001 to a par value of
$0.00001 will provide us with greater flexibility in utilizing our common shares
for  various  corporate purposes.  We also believe that a reduction in par value
will  provide  us with greater flexibility with respect to the issuance of stock
and  stock-based  compensation  because  Florida law requires that we receive at
least the par value per share as payment for our common stock.

     Par value is used to designate the lowest value for which a corporation can
sell its stock, and is used in valuing the common stock on a corporation balance
sheet.  Historically,  the  concepts  of  par  value and the stated capital of a
corporation  were  to  protect creditors and senior security holders by ensuring
that a corporation received at least the par value as consideration for issuance
of  its  shares.  Over time, these concepts have lost their significance for the
most part. In fact, Florida corporate law permits the issuance of shares without
par value. Most newly formed companies, including most of our peers, have no par
value  or  a  minimal  par value. The proposed change in par value will place us
among  our  peers  with  respect  to  our  par  value.

     Furthermore,  the  reduction  in  the par value would have no effect on our
stockholders'  equity  as  computed  according  to generally accepted accounting
principles  and  as such equity is shown in our financial statements. The change
in  the par value would not change the number of authorized shares of our common
stock.  The  change in par value will also not affect our outstanding options or
employee  benefit  plans.

     The  change  from  par value of $0.001 per share to $0.00001 per share will
result  in  a  reclassification of charges on our balance sheet, shifting values
within  the "stockholder's equity" category between the "common stock" line item
and  the  "additional paid in capital" line item. This reclassification will not
affect  the net value of the "stockholders' equity" line item, and thus will not
affect  the  overall balance sheet values. The change will not affect our profit
and  loss  statement.

VOTE REQUIRED

     Once  a  quorum  is  present and voting, a majority of the total votes cast
within  each  of  the  voting  groups is required to ratify the amendment to our
articles  of  incorporation  to reduce the par value of our common and preferred
stock.

     Our  board  of directors recommends that stockholders vote FOR the approval
of the amendment to our articles of incorporation to reduce the par value of our
common and preferred stock as described in Attachment A hereto.
                                           ------------

           RATIFICATION OF THE NOVEMBER 22, 2004 ONE FOR ONE THOUSAND
                               REVERSE STOCK SPLIT
                                  (PROPOSAL 2)

     Effective  November  22, 2004, our board of directors implemented a reverse
split  of our common stock for the purpose of increasing the market price of our
common  stock.  The  reverse  split  exchange  ratio that the board of directors
approved  and  deemed  advisable was 1,000 pre-consolidation shares for each one
post-consolidation  share.  A  copy  of  the  proposed  resolution ratifying the
November 22, 2004 reverse split is contained in Attachment A to this information
                                                ------------
statement.

     The  reverse  split became effective by filing of the articles of amendment
to our articles of incorporation with the Secretary of State of Florida with the
effective  date  of  November  22,  2004.

     We believe that the higher share price that might initially result from the
reverse  stock  split could help generate interest in The Jackson Rivers Company
among  investors  and  thereby  assist  us in raising future capital to fund our
operations  or  make  acquisitions.

     Stockholders  should  note  that  the  effect of the reverse split upon the
market price for our common stock cannot be accurately predicted. In particular,
there  is  no  assurance  that  prices  for shares of our common stock after the
November  22,  2004 reverse split will be 1,000 times greater than the price for
shares  of our common stock immediately prior to the reverse split. Furthermore,
there  can  be  no  assurance  that  the  market  price  of  our  common


                                      -3-

stock  immediately  after  a  reverse split will be maintained for any period of
time.  Moreover,  because  some investors may view the reverse split negatively,
there  can  be no assurance that the reverse split will not adversely impact the
market  price  of  our  common  stock  or,  alternatively, that the market price
following  the  reverse  split  will  either  exceed  or remain in excess of the
current  market  price.

EFFECT OF THE REVERSE SPLIT

     The  reverse  split  will  not  affect the registration of our common stock
under  the  Securities  Exchange Act of 1934, as amended, nor will it change our
periodic  reporting  and  other  obligations  thereunder.

     The  voting and other rights of the holders of our common stock were not be
affected  by  the reverse split (other than as described below).  For example, a
holder  of  0.5  percent  of  the  voting power of the outstanding shares of our
common  stock  immediately  prior  to  the  effective  time of the reverse split
continued  to  hold 0.5 percent of the voting power of the outstanding shares of
our  common stock after the reverse split.  The number of stockholders of record
was  not  be  affected  by  the  reverse  split  (except  to the extent that any
shareholder  holds  only  a fractional share interest and receives cash for such
interest).

     The  authorized  number  of shares of our common stock and the par value of
our common stock under our articles of incorporation remained the same following
the  effective  time  of  the reverse split.  However, when the amendment to our
articles  of  incorporation  reducing  the  par  value  of  our capital stock is
ratified,  the  par  value  of  our common stock will be reduced to $0.00001 per
share  effective  November  22,  2004.

     The number of shares of our common stock issued and outstanding was reduced
following  November  22,  2004,  the  effective  time  of  the reverse split, in
accordance  with  the  following formula: every 1,000 shares of our common stock
owned  by a stockholder were automatically changed into and became one new share
of  our  common  stock.

     Stockholders  should  recognize  that  they currently own a fewer number of
shares  than  they  owned prior to the November 22, 2004 reverse split (a number
equal  to  the  number  of  shares  owned immediately prior to November 22, 2004
divided  by  the  one  for  1,000  exchange  ratio,  subject  to  adjustment for
fractional  shares,  as  described  below).

     We  currently  have  no  intention of going private, and this reverse stock
split was not intended to be a first step in a going private transaction and did
not  have the effect of a going private transaction covered by Rule 13e-3 of the
Exchange  Act.  Moreover,  the reverse stock split does not increase the risk of
us  becoming  a  private  company  in  the  future.

     Issuance of Additional Shares. The number of authorized but unissued shares
of  our common stock effectively was increased significantly by the November 22,
2004  reverse  split  of  our  common  stock.  For  example,  when we elected to
implement  a one for 1,000 reverse split, based on the 772,000,000 shares of our
common  stock  outstanding on November 22, 2004, and the 1,980,000,000 shares of
our  common  stock  that  were  authorized  under our articles of incorporation,
1,208,000,000  shares  of our common stock remained available for issuance prior
to the reverse split taking effect. A one for 1,000 reverse split had the effect
of  decreasing  the  number  of  our outstanding shares of our common stock from
772,000,000  to  772,000-  shares.

     Based  on the 1,980,000,000 shares of our common stock that were authorized
under  our  articles of incorporation, when we implemented the November 22, 2004
reverse  stock  split,  the  reverse  split, when implemented, had the effect of
increasing the number of authorized but unissued shares of our common stock from
1,208,000,000  to  1,979,228,000  shares.

     The  issuance  in  the future of such additional authorized shares may have
the  effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our  common  stock.


                                      -4-

     The  effective  increase in the number of authorized but unissued shares of
our  common  stock  may  be  construed  as  having  an  anti-takeover  effect by
permitting  the  issuance  of  shares  to  purchasers who might oppose a hostile
takeover  bid or oppose any efforts to amend or repeal certain provisions of our
articles  of incorporation or bylaws.  Such a use of these additional authorized
shares could render more difficult, or discourage, an attempt to acquire control
of  us  through  a transaction opposed by our board of directors.  At this time,
our  board  does  not  have  plans to issue any common shares resulting from the
effective  increase  in  our  authorized  but  unissued  shares generated by the
reverse  split.

CASH PAYMENT IN LIEU OF FRACTIONAL SHARES

     In  lieu  of  any  fractional  shares to which a holder of our common stock
would  otherwise have been entitled as a result of the November 22, 2004 reverse
split, we paid cash equal to such fraction multiplied by the average of the high
and  low  trading prices of our common stock on the OTCBB during regular trading
hours  for  the  five  trading  days  immediately  preceding  November 22, 2004.

FEDERAL INCOME TAX CONSEQUENCES

     We did not recognize any gain or loss as a result of the reverse split.

     The  following  description of the material federal income tax consequences
of  the  reverse split to our stockholders is based on the Internal Revenue Code
of  1986,  as  amended,  applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on  the date of this information statement.  Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect.  We have not
sought  and  will  not  seek an opinion of counsel or a ruling from the Internal
Revenue  Service  regarding  the  federal income tax consequences of the reverse
split.  This discussion is for general information only and does not discuss the
tax  consequences  that  may  apply  to  special  classes  of  taxpayers  (e.g.,
non-residents of the United States, broker/dealers or insurance companies).  The
state  and local tax consequences of the reverse split may vary significantly as
to  each  stockholder, depending upon the jurisdiction in which such stockholder
resides.  You  are  urged  to  consult  your  own  tax advisors to determine the
particular  consequences  to  you.

     In  general,  the federal income tax consequences of the reverse split will
vary among stockholders depending upon whether they received cash for fractional
shares  or solely a reduced number of shares of our common stock in exchange for
their old shares of our common stock.  We believe that the likely federal income
tax  effects of the reverse split will be that a stockholder who received solely
a  reduced number of shares of our common stock will not recognize gain or loss.
With  respect  to  a  reverse  split,  such a stockholder's basis in the reduced
number  of  shares of our common stock will equal the stockholder's basis in his
old  shares  of  our common stock.  A stockholder who receives cash in lieu of a
fractional  share  as  a  result  of  the  reverse stock split will generally be
treated  as  having  received the payment as a distribution in redemption of the
fractional  share, as provided in Section 302(a) of the Code, which distribution
will  be  taxed  as  either  a  distribution under Section 301 of the Code or an
exchange  to  such stockholder, depending on that stockholder's particular facts
and  circumstances.  Generally,  a  stockholder  receiving such a payment should
recognize  gain  or  loss equal to the difference, if any, between the amount of
cash  received  and  the  stockholder's  basis  in the fractional share.  In the
aggregate,  such  a  stockholder's  basis in the reduced number of shares of our
common  stock will equal the stockholder's basis in its old shares of our common
stock  decreased  by  the basis allocated to the fractional share for which such
stockholder  is  entitled  to  receive  cash,  and  the  holding  period  of the
post-effective  reverse split shares received will include the holding period of
the  pre-effective  reverse  split  shares  exchanged.

EFFECTIVE DATE

     The  reverse  split  became  effective  on  November  22,  2004.  Except as
explained  herein  with  respect  to fractional shares and stockholders who held
fewer  than  1,000  shares at the effective time, all shares of our common stock
that  were  issued and outstanding immediately prior thereto were, automatically
and  without  any  action  on  the  part of the stockholders, converted into new
shares  of our common stock in accordance with the one for 1,000 exchange ratio.


                                      -5-

RISKS ASSOCIATED WITH THE REVERSE SPLIT

     This  information  statement  includes forward-looking statements including
statements  regarding  our  intent  to  solicit approval of a reverse split, the
timing  of  the  proposed  reverse split and the potential benefits of a reverse
split,  including,  but  not  limited  to,  increase  investor  interest and the
potential  for  a  higher  stock  price.  The words "believe," "expect," "will,"
"may"  and  similar  phrases  are  intended  to  identify  such  forward-looking
statements.  Such  statements reflect our current views and assumptions, and are
subject  to  various  risks and uncertainties that could cause actual results to
differ  materially  from  expectations.  The  risks include that we may not have
sufficient resources to continue as a going concern; any significant downturn in
our  industry  or  in  general  business  conditions  would  likely  result in a
reduction of demand for our products or services and would be detrimental to our
business;  we will be unable to achieve profitable operations unless we increase
quarterly  revenues  or  make  further cost reductions; a loss of or decrease in
purchases  by  one  of  our significant customers could materially and adversely
affect  our  revenues  and profitability; the loss of key personnel could have a
material  adverse  effect  on our business; the large number of shares available
for  future  sale  could adversely affect the price of our common stock; and the
volatility  of  our  stock  price.  For  a  discussion  of  these and other risk
factors,  see  our  annual report on Form 10-KSB for the year ended December 31,
2003 and other filings with the Securities and Exchange Commission.

     The  reverse stock split will result in some stockholders owning "odd-lots"
of  less than 100 common shares of our stock on a post-consolidation basis.  Odd
lots  may  be  more  difficult to sell, or require greater transaction costs per
share to sell than shares in "even lots" of even multiples of 100 shares.

VOTE REQUIRED

     Once  a  quorum  is  present and voting, a majority of the total votes cast
within  each  of  the  voting groups is required to ratify the November 22, 2004
reverse  stock  split.

     The  board  of  directors  recommends  a  vote  FOR the ratification of the
November  22,  2004  reverse  stock  split  as described in Attachment A hereto.
                                                            ------------

                    AMENDMENT TO ARTICLES OF INCORPORATION TO
               INCREASE THE NUMBER OF OUR AUTHORIZED COMMON SHARES
                                  (PROPOSAL 3)

     The  board of directors has determined that it is advisable to increase our
authorized  common  stock  and  has adopted, subject to stockholder approval, an
amendment  to our articles of incorporation to increase our authorized number of
shares  of  common  stock from 1,980,000,000 shares to 5,000,000,000 shares, par
value  $0.00001  per  share.  A  copy  of  the  proposed resolution amending our
articles  of  incorporation  is  contained  in  Attachment A to this information
                                                ------------
statement.

     Authorizing  an  additional 3,020,000,000 shares of common stock would give
our  board  of  directors  the  express authority, without further action of the
stockholders,  to  issue  common  stock  from  time  to  time as the board deems
necessary.  The  board of directors believes it is necessary to have the ability
to  issue such additional shares of common stock for general corporate purposes.
Potential  uses  of  the  additional  authorized  shares  may  include  equity
financings,  issuance  of  options, acquisition transactions, stock dividends or
distributions,  without  further  action by the stockholders, unless such action
were  specifically  required by applicable law or rules of any stock exchange or
similar  system  on  which  our  securities  may  then  be  listed.

     The  following  is a summary of the material matters relating to our common
stock.

     Presently,  the  holders  of  our common stock are entitled to one vote for
each  share  held  of  record  on  all  matters  submitted  to  a  vote  of  our
stockholders,  including  the election of directors.  Our common stockholders do
not  have  cumulative  voting  rights.  Subject  to  preferences  that  may  be
applicable to any then outstanding series of our preferred stock, holders of our
common  stock  are entitled to receive ratably such dividends, if any, as may be


                                      -6-

declared by our board of directors out of legally available funds.  In the event
of  the  liquidation,  dissolution, or winding up of The Jackson Rivers Company,
the  holders  of  our  common stock will be entitled to share ratably in the net
assets  legally available for distribution to our stockholders after the payment
of  all  our  debts  and  other  liabilities, subject to the prior rights of any
series  of  our  preferred  stock  then  outstanding.

     The  holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable  to  our  common  stock.  The amendment would not alter or modify any
preemptive  right of holders of our common stock to acquire our shares, which is
denied,  or  effect  any  change  in  our common stock, other than the number of
authorized  shares.

     The  issuance  of  additional  shares  to  certain  persons allied with our
management  could  have  the  effect  of  making it more difficult to remove our
current  management  by diluting the stock ownership or voting rights of persons
seeking to cause such removal.  In addition, an issuance of additional shares by
us  could  have  an  effect on the potential realizable value of a stockholder's
investment.

     In  the absence of a proportionate increase in our earnings and book value,
an  increase  in  the  aggregate  number of our outstanding shares caused by the
issuance  of  the  additional shares will dilute the earnings per share and book
value  per share of all outstanding shares of our common stock.  If such factors
were  reflected in the price per share of common stock, the potential realizable
value of a stockholder's investment could be adversely affected.

     The  additional  common stock to be authorized by adoption of the amendment
would have rights identical to our currently outstanding common stock.  Adoption
of  the proposed amendment and issuance of the common stock would not affect the
rights  of  the  holders  of  our currently outstanding common stock, except for
effects  incidental to increasing the number of outstanding shares of our common
stock,  such  as dilution of the earnings per share and voting rights of current
holders  of common stock.  If the amendment is adopted, it will become effective
upon  filing of a certificate of amendment of our articles of incorporation with
the  Secretary  of  State  of  Florida.

     Issuance  of  additional  shares.  As  of  the  date  of  this  information
statement,  our  board  has no plans to issue or use any of our newly authorized
shares  of  common  stock.  The  increase in the number of our authorized common
shares  is  proposed by our management in order to ensure sufficient reserves of
our  common  stock  for  various  capital purposes and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.

     The  proposal  with  respect to our common stock is not being made by us in
response to any known accumulation of shares or threatened takeover.

VOTE REQUIRED

     Once  a  quorum  is  present and voting, a majority of the total votes cast
within  each  of  the  voting groups is required to approve the amendment to our
articles of incorporation increasing the number of our authorized common shares.

     The  board of directors recommends a vote FOR the amendment to our articles
of  incorporation  increasing  the  number  of  our  authorized common shares as
described  in  Attachment  A  hereto.
               -------------

             AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE
                 NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
                                  (PROPOSAL 4)

     The  board of directors has determined that it is advisable to increase our
authorized  preferred stock and has adopted, subject to stockholder approval, an
amendment  to our articles of incorporation to increase our authorized number of
shares  of  preferred  stock  from 200,000,000 shares to 1,000,000,000 shares of
preferred stock, par value $0.00001 per share. A copy of the proposed resolution
amending  our  articles  of  incorporation  is  contained  in  Attachment  A  to
                                                               -------------
this  information  statement.


                                      -7-

     We  currently  have  two series of preferred stock authorized, Series A and
Series  B.  10,000,000  shares  have  been  designated as our Series A preferred
stock  and  10,000,000  shares  have  been  designated as our Series B preferred
stock.  980,000  shares  of  the  Series  A  preferred  stock  are  issued  and
outstanding  and  no  shares  of  the  Series  B  preferred stock are issued and
outstanding.

     Pursuant  to our certificate of designation establishing Series A preferred
stock,  each  share  of  our currently issued and outstanding Series A preferred
stock  may  be  converted  into 1,000 fully paid and nonassessable shares of our
common  stock.  Moreover,  on  all matters submitted to a vote of the holders of
the  common  stock,  including, without limitation, the election of directors, a
holder  of  shares of the Series A preferred stock is entitled to 2,000 votes of
the  common  stock  for  each share of the Series A preferred stock held by such
stockholder.

     Pursuant  to our certificate of designation establishing Series B preferred
stock,  each  share  of  our currently issued and outstanding Series B preferred
stock  may  be  converted  into  shares  of  our  common  stock at the per share
conversion  price.  The  per  share  conversion  price of our Series B preferred
stock  means 80 percent of the OTCBB, (or such other exchange or market on which
the common stock is then listed, if the common stock is not listed on the OTCBB)
five-day  average  closing  bid price for each share of the common stock for the
five  days prior to the date of the conversion.  The number of underlying shares
of  the  common stock issuable upon any conversion hereunder shall be calculated
by  dividing the product of the number of shares of the Series B preferred stock
to  be  converted  multiplied  by  the par value of the Series B preferred stock
($0.00001  per  share)  by  the  per  share  conversion  price.  Notwithstanding
anything contained herein to the contrary, as the result of any such conversion,
the  holder  of the Series B preferred stock may not hold more than 4.99 percent
of  the  issued  and  outstanding  shares of the common stock, in the aggregate,
following  any such conversion.  The holders of shares of the Series B preferred
stock  do  not  have  voting  rights.

     The  following  is  a  summary  of  the  material  matters  relating to our
preferred  stock.

     Authorizing  the  issuance  of  300,000,000  additional shares of preferred
stock  would  give our board of directors the express authority, without further
action  of  our  stockholders, to issue preferred stock from time to time as the
board  deems necessary.  The board of directors believes it is necessary to have
the  ability  to  issue  such  shares  of  preferred stock for general corporate
purposes.  Potential  uses  of  the  authorized  shares  may  include  equity
financings,  issuance  of  options, acquisition transactions, stock dividends or
distributions,  without  further  action by the stockholders, unless such action
were  specifically  required by applicable law or rules of any stock exchange or
similar  system  on  which  our  securities  may  then  be  listed.

     The  issuance  of  the  shares  of  preferred  stock could have a number of
effects on our stockholders depending upon the exact nature and circumstances of
any  actual issuance of authorized but unissued shares.  The increase could have
an  anti-takeover  effect, in that the additional shares could be issued (within
the  limits  imposed  by  applicable law) in one or more transactions that could
make  a  change  in  control  or  takeover  of  The  Jackson Rivers Company more
difficult.  For example, additional shares could be issued by us so as to dilute
the stock ownership or voting rights of persons seeking to obtain control of The
Jackson  Rivers  Company.  In  some instances, each share of the preferred stock
may  be  convertible into multiple shares of our common stock.  Likewise, shares
of  our preferred stock could have voting rights equal to their converted status
as  common  stock,  with the effect being that the stockholders of the preferred
stock  would  have  the  ability  to  control the vote of our stockholders, even
though  they  may  own  less  that than a majority of our issued and outstanding
common  stock.

     The proposal with respect to our preferred stock is not being made by us in
response  to  any  known  accumulation  of  shares  or threatened takeover.  The
issuance  of  shares  of  preferred  stock  to  certain  persons allied with our
management  could  have  the  effect  of  making it more difficult to remove our
current  management  by diluting the stock ownership or voting rights of persons
seeking  to cause such removal.  In addition, an issuance of shares of preferred
stock  by  us  could  have  an  effect  on  the  potential realizable value of a
stockholder's  investment.

     In  the absence of a proportionate increase in our earnings and book value,
an  increase  in  the  aggregate  number of our outstanding shares caused by the
issuance,  upon  the conversion of our preferred stock into shares of our common
stock,  would  dilute  the  earnings  per  share and book value per share of all
outstanding  shares  of our common stock.  If such factors were reflected in the
price  per  share  of  common  stock,  the  potential  realizable  value  of the
stockholder's  investment  could  be  adversely  affected.


                                      -8-

     The  proposed  preferred stock would not carry with it preemptive rights to
acquire  our  shares  of  preferred  stock.

     Issuance  of  additional  shares.  As  of  the  date  of  this  information
statement,  our  board  has no plans to issue or use any of our newly authorized
shares  of  preferred  stock.  The  increase  in  the  number  of our authorized
preferred shares is proposed by us in order to ensure sufficient reserves of our
preferred  stock  for  various  capital  purposes  and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.

VOTE REQUIRED

     Once  a  quorum  is  present and voting, a majority of the total votes cast
within  each  of  the  voting groups is required to approve the amendment to our
articles  of  incorporation  increasing  the  number of our authorized preferred
shares.

     The  board of directors recommends a vote FOR the amendment to our articles
of  incorporation  increasing  the  number of our authorized preferred shares as
described  in  Attachment  A  hereto.
               -------------

           GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS
             TO IMPLEMENT A ONE FOR UP TO 2,000 REVERSE STOCK SPLIT
                                  (Proposal 5)

     Our  board  of  directors  has  adopted  a  resolution  to seek stockholder
approval  of  discretionary  authority  to our board of directors to implement a
reverse  split  for  the  purpose  of  increasing the market price of our common
stock.  The  reverse  split  exchange ratio that the board of directors approved
and  deemed  advisable and for which it is seeking stockholder approval is up to
2,000  pre-consolidation  shares for each one post-consolidation share, with the
reverse  split  to  occur  within  12  months  of  the  date of this information
statement, the exact time of the reverse split to be determined by the directors
in  their  discretion.  Approval of this proposal would give the board authority
to  implement  the  reverse  split on the basis of up to 2,000 pre-consolidation
shares for each one post-consolidation share at any time it determined within 12
months of the date of this information statement.  In addition, approval of this
proposal  would  also give the board authority to decline to implement a reverse
split.  A  copy  of the proposed resolution approving the grant of discretionary
authority  to  the  directors  with respect to the reverse split is contained in
Attachment A  to  this  information  statement.
------------

     Our  board  of  directors believes that stockholder approval of a range for
the  exchange  ratio  of  the  reverse  split  (as contrasted with approval of a
specified  ratio  of  the  split)  provides  the board of directors with maximum
flexibility  to achieve the purposes of a stock split, and, therefore, is in the
best  interests of our stockholders.  The actual ratio for implementation of the
reverse  split  would  be  determined  by  our board of directors based upon its
evaluation  as  to  what ratio of pre-consolidation shares to post-consolidation
shares  would  be  most  advantageous  to  us  and  our  stockholders.

     Our  board  of  directors  also  believes  that  stockholder  approval of a
twelve-months  range  for  the  effectuation of the reverse split (as contrasted
with  approval of a specified time of the split) provides the board of directors
with  maximum  flexibility  to  achieve  the  purposes  of  a  stock split, and,
therefore,  is in the best interests of our stockholders.  The actual timing for
implementation  of  the  reverse  split  would  be  determined  by  our board of
directors  based upon its evaluation as to when and whether such action would be
most  advantageous  to  us  and  our  stockholders.

     If  you  approve  the  grant  of  discretionary  authority  to our board of
directors  to  implement  a  reverse split and the board of directors decides to
implement  the  reverse split, we will effect a reverse split of our then issued
and  outstanding  common  stock  on  the  basis of up to 2,000 pre-consolidation
shares  for  each  one  post-consolidation  share.

     The  board  of  directors  believes  that the higher share price that might
initially  result  from  the reverse stock split could help generate interest in
The  Jackson  Rivers  Company  among  investors and thereby assist us in raising
future  capital  to  fund  our  operations  or  make  acquisitions.


                                      -9-

     Stockholders  should  note  that  the  effect of the reverse split upon the
market  price  for  our  common  stock  cannot  be  accurately  predicted.  In
particular,  if  we  elect  to  implement  a  reverse  stock  split, there is no
assurance  that prices for shares of our common stock after a reverse split will
be  up  to  2,000  times  greater  than the price for shares of our common stock
immediately  prior  to  the  reverse split, depending on the ratio of the split.
Furthermore, there can be no assurance that the market price of our common stock
immediately  after  a  reverse  split will be maintained for any period of time.
Moreover,  because  some  investors may view the reverse split negatively, there
can  be no assurance that the reverse split will not adversely impact the market
price of our common stock or, alternatively, that the market price following the
reverse  split  will  either  exceed  or  remain in excess of the current market
price.

EFFECT OF THE REVERSE SPLIT

     The  reverse  split  would  not affect the registration of our common stock
under  the  Securities  Exchange Act of 1934, as amended, nor will it change our
periodic  reporting  and  other  obligations  thereunder.

     The voting and other rights of the holders of our common stock would not be
affected  by  the reverse split (other than as described below).  For example, a
holder  of  0.5  percent  of  the  voting power of the outstanding shares of our
common  stock immediately prior to the effective time of the reverse split would
continue  to  hold  0.5 percent of the voting power of the outstanding shares of
our  common stock after the reverse split.  The number of stockholders of record
would not be affected by the reverse split (except as described below).

     The  authorized  number  of shares of our common stock and the par value of
our  common  stock  under  our  articles  of incorporation would remain the same
following  the effective time of the reverse split.  The par value of our common
stock was reduced to $0.00001 per share effective November 22, 2004.

     The  number  of  shares of our common stock issued and outstanding would be
reduced following the effective time of the reverse split in accordance with the
following  formula: if our directors decide to implement a one for 2,000 reverse
split,  every  2,000  shares  of  our  common  stock owned by a stockholder will
automatically be changed into and become one new share of our common stock, with
2,000  being  equal to the exchange ratio of the reverse split, as determined by
the  directors  in  their  discretion.

     Stockholders  should  recognize  that  if a reverse split is effected, they
will own a fewer number of shares than they presently own (a number equal to the
number  of  shares  owned immediately prior to the effective time divided by the
one for 2,000 exchange ratio, or such lesser exchange ratio as may be determined
by  our  directors,  subject  to  adjustment for fractional shares, as described
below).

     Fractional  shares which would otherwise be held by the stockholders of our
common  stock  after a reverse split will be rounded up to the next whole share.
We  will  issue one new share of our common stock for up to each 2,000 shares of
our  common  stock  held  as  of  the record date.  All fractional share amounts
resulting from the reverse split will be rounded up to the next whole new share.
The  reverse split may reduce the number of holders of post-reverse split shares
as  compared  to the number of holders of pre-reverse split shares to the extent
that  there  are stockholders presently holding fewer than 2,000 shares (or such
lesser number as may be determined by our directors).  However, the intention of
the  reverse split is not to reduce the number of our stockholders.  In fact, we
do  not  expect  that the reverse split will result in any material reduction in
the  number  of  our  stockholders.

     We  currently have no intention of going private, and this proposed reverse
stock  split  is  not intended to be a first step in a going private transaction
and  will  not  have  the  effect of a going private transaction covered by Rule
13e-3  of the Exchange Act.  Moreover, the proposed reverse stock split does not
increase  the  risk  of  us  becoming  a  private  company  in  the  future.

     Issuance  of  Additional  Shares.  The  number  of  authorized but unissued
shares  of  our  common stock effectively will be increased significantly by the
reverse  split of our common stock.  For example, if we elect to implement a one
for  1,000  reverse  split,  based  on the 92,474,495 shares of our common stock
outstanding on the record date, and the 1,980,000,000 shares of our common stock
that  are currently authorized under our articles of incorporation, prior to any
increase  in  our  authorized  common  stock, 1,887,525,505 shares of our common


                                      -10-

stock remain available for issuance prior to the reverse split taking effect.  A
one  for  1,000  reverse split would have the effect of decreasing the number of
our  outstanding  shares  of  our common stock from 92,474,495 to 92,475 shares.

     Based  on  the  1,980,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized  common stock, if we elect to implement a one for 1,000 reverse stock
split,  the reverse split, when implemented, would have the effect of increasing
the  number  of  authorized  but  unissued  shares  of  our  common  stock  from
1,887,525,505  to  1,979,907,525  shares.

     If  we  elect  to  implement  a  one  for 2,000 reverse split, based on the
92,474,495  shares  of  our common stock outstanding on the record date, and the
1,980,000,000 shares of our common stock that are currently authorized under our
articles of incorporation, prior to any increase in our authorized common stock,
1,887,525,505  shares of our common stock remain available for issuance prior to
the  reverse  split taking effect.  A one for 2,000 reverse split would have the
effect  of  decreasing  the number of our outstanding shares of our common stock
from  92,474,495  to  46,237  shares.

     Based  on  the  1,980,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized  common stock, if we elect to implement a one for 2,000 reverse stock
split,  the reverse split, when implemented, would have the effect of increasing
the  number  of  authorized  but  unissued  shares  of  our  common  stock  from
1,887,525,505  to  1,979,953,763  shares.

     The  issuance  in  the future of such additional authorized shares may have
the  effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our  common  stock.

     The  effective  increase in the number of authorized but unissued shares of
our  common  stock  may  be  construed  as  having  an  anti-takeover  effect by
permitting  the  issuance  of  shares  to  purchasers who might oppose a hostile
takeover  bid or oppose any efforts to amend or repeal certain provisions of our
articles  of incorporation or bylaws.  Such a use of these additional authorized
shares could render more difficult, or discourage, an attempt to acquire control
of  us  through  a transaction opposed by our board of directors.  At this time,
our  board  does  not  have  plans to issue any common shares resulting from the
effective  increase  in  our  authorized  but  unissued  shares generated by the
reverse  split.

FEDERAL INCOME TAX CONSEQUENCES

     We  will  not  recognize any gain or loss as a result of the reverse split.

     The  following  description of the material federal income tax consequences
of  the  reverse split to our stockholders is based on the Internal Revenue Code
of  1986,  as  amended,  applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on  the date of this information statement.  Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect.  We have not
sought  and  will  not  seek an opinion of counsel or a ruling from the Internal
Revenue  Service  regarding  the  federal income tax consequences of the reverse
split.  This discussion is for general information only and does not discuss the
tax  consequences  that  may  apply  to  special  classes  of  taxpayers  (e.g.,
non-residents of the United States, broker/dealers or insurance companies).  The
state  and local tax consequences of the reverse split may vary significantly as
to  each  stockholder, depending upon the jurisdiction in which such stockholder
resides.  You  are  urged  to  consult  your  own  tax advisors to determine the
particular  consequences  to  you.

     We  believe that the likely federal income tax effects of the reverse split
will be that a stockholder who receives solely a reduced number of shares of our
common  stock will not recognize gain or loss.  With respect to a reverse split,
such  a  stockholder's basis in the reduced number of shares of our common stock
will  equal  the  stockholder's  basis  in  his  old shares of our common stock.


                                      -11-

Effective  Date

     If the proposed reverse split is approved and the board of directors elects
to  proceed  with  a  reverse split, the split would become effective as of 5:00
p.m.  Florida  time on the date the split is approved by our stockholders, which
in any event shall not be later than 12 months from the date of this information
statement.  Except  as  explained  herein  with respect to fractional shares and
stockholders  who  currently hold fewer than 2,000 shares, or such lesser amount
as  we  may  determine,  on  such date, all shares of our common stock that were
issued  and  outstanding  immediately  prior  thereto will be, automatically and
without any action on the part of the stockholders, converted into new shares of
our  common  stock  in  accordance with the one for 2,000 exchange ratio or such
other  exchange  ratio  as  we  determine.

RISKS ASSOCIATED WITH THE REVERSE SPLIT

     This  information  statement  includes forward-looking statements including
statements  regarding  our  intent  to  solicit approval of a reverse split, the
timing  of  the  proposed  reverse split and the potential benefits of a reverse
split,  including,  but  not  limited  to,  increase  investor  interest and the
potential  for  a  higher  stock  price.  The words "believe," "expect," "will,"
"may"  and  similar  phrases  are  intended  to  identify  such  forward-looking
statements.  Such  statements reflect our current views and assumptions, and are
subject  to  various  risks and uncertainties that could cause actual results to
differ  materially  from  expectations.  The  risks include that we may not have
sufficient resources to continue as a going concern; any significant downturn in
our  industry  or  in  general  business  conditions  would  likely  result in a
reduction of demand for our products or services and would be detrimental to our
business;  we will be unable to achieve profitable operations unless we increase
quarterly  revenues  or  make  further cost reductions; a loss of or decrease in
purchases  by  one  of  our significant customers could materially and adversely
affect  our  revenues  and profitability; the loss of key personnel could have a
material  adverse  effect  on our business; the large number of shares available
for  future  sale  could adversely affect the price of our common stock; and the
volatility  of  our  stock  price.  For  a  discussion  of  these and other risk
factors,  see  our  annual report on Form 10-KSB for the year ended December 31,
2003  and  other  filings  with  the  Securities  and  Exchange  Commission.

     If  approved  and  implemented, the reverse stock split will result in some
stockholders  owning "odd-lots" of less than 100 common shares of our stock on a
post-consolidation  basis.  Odd  lots  may be more difficult to sell, or require
greater  transaction  costs per share to sell than shares in "even lots" of even
multiples  of  100  shares.

VOTE REQUIRED

     Once  a  quorum  is  present and voting, a majority of the total votes cast
within  each  of  the  voting  groups  is  required  to  approve  the  grant  of
discretionary  authority  to  our  directors to implement a reverse stock split.

     The  board  of  directors  recommends  a  vote FOR approval of the grant of
discretionary  authority to our directors to implement a reverse stock split, as
described  in  Attachment  A  hereto.
               -------------

                             APPROVAL OF STOCK PLANS
                                  (PROPOSAL 6)

     Our  majority  stockholder  intends to approve the following Stock Plans of
The  Jackson  Rivers  Company  (the  "Stock  Plans"):

          (a)     Employee Stock Incentive Plan for the Year 2004 No. 3, adopted
by  the  directors  on  August  9,  2004  with  150,000,000 shares available for
issuance  under  the  Plan.

          (b)     Non-Employee Directors and Consultants Retainer Stock Plan for
the Year 2004 No. 3, adopted by the directors on August 9, 2004, with 49,000,000
shares  available  for  issuance  under  the  Plan.


                                      -12-

          (c)     Employee Stock Incentive Plan for the Year 2004 No. 4, adopted
by  the  directors  on  September  8, 2004 with 400,000,000 shares available for
issuance  under  the  Plan.

          (d)     Non-Employee Directors and Consultants Retainer Stock Plan for
the  Year  2004  No.  4,  adopted  by  the  directors on September 8, 2004, with
99,000,000  shares  available  for  issuance  under  the  Plan.

     As  of  the  record  date, 607,350,000 shares of our common stock have been
issued  under  the  Stock  Plans.

     The following is a summary of the principal features of the Stock Plans.  A
copy  of  the  proposed  resolution  approving  the  Stock Plans is contained in
Attachment  A  to  this  information  statement.  Copies  of the Stock Plans are
-------------
contained  in  Attachment  B to this information statement.  Any stockholder who
               -------------
wishes  to  obtain copies of the Stock Plans may also do so upon written request
to  our  corporate  secretary at our principal executive offices in Mount Kisco,
New  York.

PURPOSE OF THE STOCK PLANS

     The  purpose of the Stock Plans is to provide incentives to attract, retain
and  motivate  eligible  persons  whose  present and potential contributions are
important  to the success of The Jackson Rivers Company and our subsidiaries, by
offering  them  an  opportunity to participate in our future performance through
awards  of  options,  restricted  stock  and  stock  bonuses.

     The  Stock  Plans  were  administered  by the compensation committee of the
board  of  directors.

     Number  of  Shares  Available.  Subject  to certain provisions of the Stock
Plans, before any reverse splits of our common stock, the total aggregate number
of  shares  of  our  common  stock reserved and available for grant and issuance
pursuant to the Stock Plans was 698,000,000 plus shares of our common stock that
are  subject  to:

-    Issuance  upon exercise of an option but cease to be subject to such option
     for  any  reason  other  than  exercise  of  such  option;

-    An award granted but forfeited or repurchased by The Jackson Rivers Company
     at  the  original  issue  price;  and

-    An award that otherwise terminates without shares of our common stock being
     issued.  At  all  times,  The Jackson Rivers Company shall reserve and keep
     available  a  sufficient  number  of shares of our common stock as shall be
     required  to  satisfy  the  requirements of all outstanding options granted
     under the Stock Plans and all other outstanding but unvested awards granted
     under  the  Stock  Plans.

ELIGIBILITY

     Incentive  Stock  Options  and  Awards  may  be  granted  only to employees
(including, officers and directors who are also employees) of The Jackson Rivers
Company  or  of  a  parent  or  subsidiary  of  The  Jackson  Rivers  Company.

DISCRETIONARY OPTION GRANT PROGRAM

     The  committee  may  grant  options  to eligible persons and will determine
whether  such  options  will  be Incentive Stock Options ("ISO") or Nonqualified
Stock Options ("NQSOs"), the number of shares of our common stock subject to the
option, the exercise price of the option, the period during which the option may
be  exercised,  and all other terms and conditions of the option, subject to the
following  described  conditions.

     Form  of  Option  Grant.  Each  option  granted  under  the  Stock Plans is
evidenced  by  an  Award Agreement that will expressly identify the option as an
ISO  or  an  NQSO (the "Option Agreement"), and will be in such form and contain
such  provisions  (which  need  not  be  the  same  for each participant) as the
committee  may  from  time  to  time  approve, and which will comply with and be
subject  to  the  terms  and  conditions  of  the  Stock  Plans.


                                      -13-

     Date  of  Grant.  The  date  of grant of an option is the date on which the
committee  makes  the  determination  to  grant  such  option,  unless otherwise
specified  by  the committee.  The Option Agreement and a copy of the applicable
Stock  Plan shall be delivered to the participant within a reasonable time after
the  granting  of  the  option.

     Exercise  Period.  Options  may be exercisable within the times or upon the
events  determined  by  the committee as set forth in the Stock Option Agreement
governing  such  option;  provided,  however, that no option will be exercisable
after  the  expiration  of  10  years  from the date the option is granted.  For
further  restrictions  on the Exercise Periods, please refer to the Stock Plans.

     Exercise  Price.  The  exercise  price  of  an  option is determined by the
committee  when the option is granted and may be not less than 85 percent of the
fair  market  value  of  the shares of our common stock on the date of exercise;
provided that the exercise price of any ISO granted to a Ten Percent Stockholder
as  defined  in  the Stock Plans is not less than 110 percent of the fair market
value  of  the shares of our common stock on the date of grant.  Payment for the
shares  of  our  common stock purchased may be made in accordance with the Stock
Plans.

     Method  of  Exercise.  Options  may  be  exercised  only by delivery to The
Jackson Rivers Company of a written stock option exercise agreement (the "Notice
and  Agreement  of Exercise") in a form approved by the committee, together with
payment  in  full  of  the exercise price for the number of shares of our common
stock  being  purchased.

     Termination.  Notwithstanding  the  exercise periods set forth in the Stock
Option  Agreement,  exercise  of  an  option is always subject to the following:

-    Upon  an  Employee's  Retirement, Disability (as those terms are defined in
     the  Stock  Plans)  or  death,  (a)  all  Stock  Options to the extent then
     presently  exercisable  shall  remain  in  full force and effect and may be
     exercised  pursuant  to  the  provisions  thereof, and (b) unless otherwise
     provided  by  the  committee,  all  Stock  Options  to  the extent not then
     presently  exercisable  by  the  Employee shall terminate as of the date of
     such  termination  of  employment  and shall not be exercisable thereafter.
     Unless  employment  is  terminated for Cause, as defined by applicable law,
     the  right  to  exercise  in the event of termination of employment, to the
     extent that the optionee is entitled to exercise on the date the employment
     terminates  as  follows:

-    At  least six months from the date of termination if termination was caused
     by  death  or  disability.

-    At  least 30 days from the date of termination if termination was caused by
     other  than  death  or  disability.

-    Upon  the termination of the employment of an Employee for any reason other
     than those specifically set forth in the Stock Plans, (a) all Stock Options
     to  the  extent  then  presently  exercisable  by the Employee shall remain
     exercisable only for a period of 90 days after the date of such termination
     of employment (except that the 90 day period shall be extended to 12 months
     if  the Employee shall die during such 90 day period), and may be exercised
     pursuant  to the provisions thereof, including expiration at the end of the
     fixed term thereof, and (b) unless otherwise provided by the committee, all
     Stock  Options to the extent not then presently exercisable by the Employee
     shall  terminate as of the date of such termination of employment and shall
     not  be  exercisable  thereafter.

     Limitations  on  Exercise.  The  committee may specify a reasonable minimum
number of shares of our common stock that may be purchased on any exercise of an
option,  provided that such minimum number will not prevent the participant from
exercising  the  option  for  the  full number of shares of our common stock for
which it is then exercisable.  Subject to the provisions of the Stock Plans, the
Employee  has  the  right  to exercise his Stock Options at the rate of at least
33-1/3  percent  per  year  over  three  years from the date the Stock Option is
granted.

     Limitations  on ISO.  The aggregate fair market value (determined as of the
date  of  grant)  of  shares  of our common stock with respect to which ISOs are
exercisable  for the first time by a participant during any calendar year (under
the  Stock  Plans  or under any other ISO plan of The Jackson Rivers Company, or
the  parent  or  any  subsidiary  of The Jackson Rivers Company) will not exceed
$100,000.00.  In  the  event  that  the Internal Revenue Code or the regulations
promulgated  thereunder  are amended after the effective date of the Stock Plans
to  provide  for  a  different


                                      -14-

limit  on  the  fair  market value of shares of our common stock permitted to be
subject  to  ISO, such different limit will be automatically incorporated in the
Stock  Plans  and  will apply to any options granted after the effective date of
such  amendment.

     Modification,  Extension or Renewal.  The committee may modify or amend any
Award  under  the Stock Plans or waive any restrictions or conditions applicable
to  the  Award; provided, however, that the committee may not undertake any such
modifications,  amendments or waivers if the effect thereof materially increases
the  benefits  to  any Employee, or adversely affects the rights of any Employee
without  his  consent.

STOCKHOLDER RIGHTS AND OPTION TRANSFERABILITY

     Awards  granted  under  the  Stock  Plans,  including any interest, are not
transferable  or  assignable  by the participant, and may not be made subject to
execution,  attachment  or similar process, other than by will or by the laws of
descent  and  distribution.

GENERAL PROVISIONS

     Term  of Stock Plans/Governing Law.  Unless earlier terminated as provided,
the  Stock  Plans  will  terminate  10  years  from the date of adoption, or, if
earlier,  from  the  date  of  stockholder  approval.  The  Stock  Plans and all
agreements  thereunder shall be governed by and construed in accordance with the
laws  of  the  State  of  Florida.

     Amendment or Termination of the Stock Plans.  Our board of directors may at
any time terminate or amend the Stock Plans including to preserve or come within
any  exemption from liability under Section 16(b) of the Exchange Act, as it may
deem  proper  and  in  our  best  interest  without  further  approval  of  our
stockholders,  provided  that,  to  the  extent required under Florida law or to
qualify  transactions  under  the  Stock  Plans  for  exemption under Rule 16b-3
promulgated  under  the  Exchange  Act, no amendment to the Stock Plans shall be
adopted  without  further  approval  of our stockholders and, provided, further,
that if and to the extent required for the Stock Plans to comply with Rule 16b-3
promulgated  under  the  Exchange  Act, no amendment to the Stock Plans shall be
made  more than once in any six month period that would change the amount, price
or timing of the grants of our common stock hereunder other than to comport with
changes  in  the  Code,  the Employee Retirement Income Security Act of 1974, as
amended, or the regulations thereunder.  The Board may terminate the Stock Plans
at  any  time  by  a  vote  of  a  majority  of  the  members  thereof.

AWARD OF STOCK BONUSES

     Award  of Stock Bonuses.  A Stock Bonus is an award of shares of our common
stock  (which  may  consist  of  Restricted  Stock)  for  extraordinary services
rendered  to  The  Jackson  Rivers  Company  or  any parent or subsidiary of The
Jackson Rivers Company.  Each Award under the Stock Plans consists of a grant of
shares  of  our  common  stock  subject to a restriction period (after which the
restrictions  shall  lapse),  which shall be a period commencing on the date the
Award  is  granted and ending on such date as the committee shall determine (the
"Restriction  Period").  The committee may provide for the lapse of restrictions
in  installments,  for  acceleration  of  the  lapse  of  restrictions  upon the
satisfaction  of  such  performance  or other criteria or upon the occurrence of
such  events  as  the committee shall determine, and for the early expiration of
the  Restriction  Period  upon  an Employee's death, Disability or Retirement as
defined  in  the Stock Plans or, following a Change of Control, upon termination
of  an  Employee's employment by us without "Cause" or by the Employee for "Good
Reason,"  as  those  terms  are  defined  in  the  Stock  Plans.

     Terms  of  Stock Bonuses.  Upon receipt of an Award of shares of our common
stock  under the Stock Plans, even during the Restriction Period, an Employee is
the  holder of record of the shares and has all the rights of a stockholder with
respect  to  such shares, subject to the terms and conditions of the Stock Plans
and  the  Award.

FEDERAL TAX CONSEQUENCES

     Option  Grants.  Options  granted  under  the Stock Plans may be either ISO
which satisfy the requirements of Section 422 of the Code or NQSOs which are not
intended  to  meet  such requirements.  The federal income tax treatment for the
two  types  of  options  differs  as  discussed  below.


                                      -15-

     Incentive  Stock Options.  The optionee recognizes no taxable income at the
time  of  the option grant, and no taxable income is generally recognized at the
time  the  option is exercised.  However, the exercise of an ISO (if the holding
period  rules set forth below are satisfied) will give rise to income includable
by  the  optionee  in his alternative minimum taxable income for purposes of the
alternative  minimum  tax  in  an  amount equal to the excess of the fair market
value  of the shares acquired on the date of the exercise of the option over the
exercise  price.  The optionee will also recognize taxable income in the year in
which  the  exercised shares are sold or otherwise made the subject of a taxable
disposition.  For  federal  tax  purposes,  dispositions  are  divided  into two
categories:  (i)  qualifying  and  (ii) disqualifying.  A qualifying disposition
occurs  if the sale or other disposition is made after the optionee has held the
shares  for  more  than  two years after the option grant date and more than one
year  after  the  exercise  date.  If either of these two holding periods is not
satisfied,  then  a  disqualifying  disposition  will  result.  In addition, the
optionee  must  be  an  employee  of  The  Jackson Rivers Company or a qualified
subsidiary at all times between the date of grant and the date three months (one
year  in  the  case  of disability) before exercise of the option (special rules
apply  in  the  case  of  the  death  of  the  optionee).

     Upon  a  qualifying  disposition,  the  optionee  will  recognize long-term
capital gain or loss in an amount equal to the difference between (i) the amount
realized  upon  the  sale or other disposition of the purchased shares over (ii)
the exercise price paid for the shares.  If there is a disqualifying disposition
of  the  shares,  then  the excess of (i) the lesser of the fair market value of
those  shares  on the exercise date or the sale date and (ii) the exercise price
paid  for  the  shares  will be taxable as ordinary income to the optionee.  Any
additional  gain or loss recognized upon the disposition will be recognized as a
capital  gain  or  loss  by  the  optionee.

     If  the optionee makes a disqualifying disposition of the purchased shares,
then  we  will  be  entitled to an income tax deduction, for the taxable year in
which  such disposition occurs, equal to the excess of (i) the fair market value
of  such shares on the option exercise date or the sale date, if less, over (ii)
the exercise price paid for the shares.  In no other instance will we be allowed
a  deduction with respect to the optionee's disposition of the purchased shares.

     Nonqualified Stock Options.  No taxable income is recognized by an optionee
upon  the  grant  of  a  NQSO.  The  optionee will in general recognize ordinary
income, in the year in which the option is exercised, equal to the excess of the
fair market value of the purchased shares on the exercise date over the exercise
price  paid for the shares, and the optionee will be required to satisfy the tax
withholding  requirements  applicable  to  such  income.

     If  the  shares acquired upon exercise of the NQSO are unvested and subject
to  repurchase,  at the exercise price paid per share, by us in the event of the
optionee's  termination  of  service  prior to vesting in those shares, then the
optionee  will not recognize any taxable income at the time of exercise but will
have  to  report as ordinary income, as and when our repurchase right lapses, an
amount  equal  to  the  excess of (i) the fair market value of the shares on the
date  the  repurchase  right  lapses  over  (ii) the exercise price paid for the
shares.  The  optionee  may,  however,  elect under Section 83(b) of the Code to
include as ordinary income in the year of exercise of the option an amount equal
to  the  excess  of  (i)  the  fair  market value of the purchased shares on the
exercise date over (ii) the exercise price paid for such shares.  If the Section
83(b) election is made, the optionee will not recognize any additional income as
and  when  the  repurchase  right  lapse  and all subsequent appreciation in the
shares  generally  would  be  eligible  for  capital  gains  treatment.

     We  will  be  entitled  to  an  income tax deduction equal to the amount of
ordinary  income  recognized by the optionee with respect to the exercised NQSO.
The  deduction  will  in  general  be allowed for our taxable year in which such
ordinary  income  is  recognized  by  the  optionee.

     Direct  Stock  Issuance.  With  respect to the receipt of a stock award not
subject  to restriction, the participant would have ordinary income, at the time
of  receipt,  in an amount equal to the difference between the fair market value
of  the  stock  received at such time and the amount, if any, paid by the holder
for  the  stock  award.

     With  respect  to  the  receipt  of  a  stock  award  that  is  subject  to
restrictions, or certain repurchase rights of The Jackson Rivers Company, unless
the  recipient  of  such  stock  award  makes  an "83(b) election" (as discussed
below),  there generally will be no tax consequences as a result of such a stock
award until the shares are no longer subject to a substantial risk of forfeiture
or  are  transferable  (free of such risk).  We intend that, generally, when the
restrictions  are lifted, the holder will recognize ordinary income, and we will
be  entitled  to  a  deduction,  equal to the difference


                                      -16-

between the fair market value of the shares at such time and the amount, if any,
paid  by the holder for the stock. Subsequently realized changes in the value of
the  stock  generally will be treated as long-term or short-term capital gain or
loss,  depending  on the length of time the shares are held prior to disposition
of  such  shares. In general terms, if a holder makes an "83(b) election" (under
Section  83(b)  of  the  Code)  upon  the  award  of  a  stock  award subject to
restrictions  (or  certain repurchase rights of The Jackson Rivers Company), the
holder  will  recognize  ordinary  income  on the date of the award of the stock
award,  and  we  will  be  entitled to a deduction, equal to (i) the fair market
value  of  such  stock as though the stock were (A) not subject to a substantial
risk  of forfeiture or (B) transferable, minus (ii) the amount, if any, paid for
the  stock award. If an "83(b) election" is made, there will generally be no tax
consequences  to the holder upon the lifting of restrictions, and all subsequent
appreciation  in  the  stock award generally would be eligible for capital gains
treatment.

ACCOUNTING TREATMENT

     Option  grants  or  stock issuances with exercise or issue prices less than
the  fair market value of the shares on the grant or issue date will result in a
compensation  expense  to  our  earnings  equal  to  the  difference between the
exercise  or issue price and the fair market value of the shares on the grant or
issue date.  Such expense will be amortized against our earnings over the period
that  the  option  shares  or  issued  shares  are  to  vest.

     Option grants or stock issuances with exercise or issue prices equal to the
fair  market value of the shares at the time of issuance or grant generally will
not  result  in  any  charge  to our earnings, but, in accordance with Generally
Accepted  Accounting Principles, we must disclose in pro-forma statements to our
financial  statements,  the  impact  those  option  grants  would  have upon our
reported  earnings  (losses)  were  the  value  of  those  options  treated  as
compensation  expense.  Whether  or  not  granted  at  a discount, the number of
outstanding  options  may be a factor in determining our earnings per share on a
fully  diluted  basis.

     Should  one or more optionee be granted stock appreciation rights that have
no  conditions  upon  exercisability  other  than  a  service  or  employment
requirement,  then  such  rights  will  result  in a compensation expense to our
earnings.  Accordingly,  at  the end of each fiscal quarter, the amount (if any)
by  which  the  fair  market value of the shares of common stock subject to such
outstanding  stock  appreciation rights has increased from the prior quarter-end
would  be  accrued as compensation expense, to the extent such fair market value
is  in  excess  of  the  aggregate  exercise  price  in effect for those rights.

VOTE REQUIRED

     Once  a  quorum  is  present and voting, a majority of the total votes cast
within  each  of  the  voting  groups  is  required  to approve the Stock Plans.

     Our  board  of directors recommends that stockholders vote FOR the approval
of  our  Stock  Plans  as  described  in  Attachment  A  hereto.
                                          -------------

     Information regarding the beneficial ownership of our common and preferred
stock by management and the board of directors is noted below.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table presents information regarding the beneficial ownership
of all shares of our common stock and preferred stock as of the record date, by:

-    Each person who beneficially owns more than five percent of the outstanding
     shares  of  our  common  stock;

-    Each  person  who  beneficially  owns  outstanding  shares of our preferred
     stock;

-    Each  of  our  directors;

-    Each  named  executive  officer;  and


                                      -17-

-    All  directors  and  officers  as  a  group.



                                                        COMMON STOCK BENEFICIALLY  PREFERRED STOCK BENEFICIALLY
                                                                OWNED (2)                   OWNED (2)
                                                                ---------                   ---------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                  NUMBER       PERCENT        NUMBER        PERCENT
----------------------------------------                -----------  ------------  -------------  ------------
                                                                                      
Dennis N. Lauzon (3). . . . . . . . . . . . . . . . .    22,000,000          23.8        980,000           100
                                                        ===========  ============  =============  ============
Joseph Khan (4) . . . . . . . . . . . . . . . . . . .             0             0              0             0
Nicholas A. Cortese, Jr.. . . . . . . . . . . . . . .             0             0              0             0
                                                        -----------  ------------  -------------  ------------
All directors and officers as a group  (three persons)   22,000,000          23.8        980,000           100
                                                        ===========  ============  =============  ============

_______________________________

(1)  Unless  otherwise  indicated, the address for each of these stockholders is
     c/o  The  Jackson  Rivers  Company,  27 Radio Circle, Mount Kisco New York,
     10549, and telephone (619) 615-4242. Also, unless otherwise indicated, each
     person  named  in  the table above has the sole voting and investment power
     with  respect  to  the  shares  of  our common and preferred stock which he
     beneficially  owns.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
     As of the record date, the total number of outstanding shares of the common
     stock  is  92,474,495,  and  the  total number of outstanding shares of the
     Series  A  preferred  stock  is  980,000  shares.
(3)  Dennis N. Lauzon is our president, chief executive officer and director. He
     owns 22,000,000 shares of our common stock and 980,000 shares of our Series
     A  preferred  stock. Each share of our common stock is entitled to one vote
     on  all matters brought before the stockholders, each share of our Series A
     preferred  stock  outstanding  entitles  the  holder  to 2,000 votes of the
     common stock on all matters brought before the stockholders. Therefore, Mr.
     Lauzon  will  have  the  power  to  vote 1,982,000,000 shares of the common
     stock,  which  number  exceeds  the  majority  of the 92,474,495 issued and
     outstanding  shares  of  our  common  stock  on  the  record  date.
(4)  Joseph  Khan  resigned  from  our board of directors effective December 23,
     2004.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of  the  Exchange  Act  requires  our  directors, executive
officers  and  persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes  in ownership of our equity securities.  Officers, directors and greater
than  10  percent stockholders are required by SEC regulation to furnish us with
copies  of  all  Section 16(a) forms they file.  All such persons have filed all
required  reports.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Our  Annual  Report on Form 10-KSB for the year ended December 31, 2003 and
financial information from our subsequent Quarterly Reports for the period ended
March  31, 2004, June 30, 2004 and September 30, 2004 are incorporated herein by
reference.

                     COPIES OF ANNUAL AND QUARTERLY REPORTS

     We  will  furnish  a  copy of our Annual Report on Form 10-KSB for the year
ended  December 31, 2003 all subsequent Quarterly Reports on Form 10-QSB and any
exhibit  referred  to  therein  without  charge  to  each  person  to  whom this
information  statement  is delivered upon written or oral request by first class
mail  or  other  equally prompt means within one business day of receipt of such
request.  Any  request should be directed to our corporate secretary at 27 Radio
Circle,  Mount  Kisco,  New  York 10549 and  telephone  (619)  615-4242.

                                By order of the board of directors,

                                /s/ Dennis N. Lauzon

                                Dennis N. Lauzon
                                President


                                      -18-

                                                                    ATTACHMENT A

                        RESOLUTIONS TO BE ADOPTED BY THE
                                 STOCKHOLDERS OF
                           THE JACKSON RIVERS COMPANY
                                 (the "Company")

          RESOLVED,  that  the  November  22,  2004  amendment  to the Company's
     Articles  of  Incorporation  reducing the par value of the Company's common
     and  preferred  stock from $0.001 per share to $0.00001 per share is hereby
     ratified  and  approved  in  all  respects;  and

          RESOLVED  FURTHER,  that  the  November 22, 2004 one for 1,000 reverse
     split  of  the  Company's  issued  and  outstanding  common stock is hereby
     ratified  and  approved  in  all  respects;  and

          RESOLVED  FURTHER,  that  the  amendment  to the Company's articles of
     incorporation increasing the number of authorized shares of common stock to
     5,000,000,000  shares  is  hereby  approved  in  all  respects;  and

          RESOLVED  FURTHER,  that  the  amendment  to the Company's articles of
     incorporation increasing the number of authorized shares of preferred stock
     to  1,000,000,000  shares  is  hereby  approved  in  all  respects;  and

          RESOLVED  FURTHER,  that  the  grant of discretionary authority to the
     board of directors to implement a reverse split of the Company's issued and
     outstanding  common  stock on the basis of one post-consolidation share for
     up to each 2,000 pre-consolidation shares within 12 months of the Company's
     information  statement  on Schedule 14C is hereby approved in all respects;
     and

          RESOLVED  FURTHER,  that  the  Company's  Stock  Plans  contained  in
     Attachment  B  to  the  Company's information statement on Schedule 14C are
     -------------
     hereby  approved  and  ratified  in  all  respects;  and

          RESOLVED FURTHER, that all issuances of shares of the Company's common
     stock and options to purchase shares of the Company's common stock pursuant
     to  the  Company's  Stock  Plans contained in Attachment B to the Company's
                                                   ------------
     information  statement  on Schedule 14C are hereby approved and ratified in
     all  respects;  and

          RESOLVED  FURTHER,  that  the  officers of the Company be, and each of
     them  hereby  is,  authorized, empowered and directed, for and on behalf of
     the  Company,  to  take  any  and all actions, to perform all such acts and
     things,  to  execute,  file, deliver or record in the name and on behalf of
     the  Company,  all such instruments, agreements, or other documents, and to
     make  all  such  payments as they, in their judgment, or in the judgment of
     any  one  or  more of them, may deem necessary, advisable or appropriate in
     order  to  carry  out  the  transactions  contemplated  by  the  foregoing
     resolutions.



                                                                    ATTACHMENT B

                                   STOCK PLANS


                           THE JACKSON RIVERS COMPANY
              EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 3

     1.     General  Provisions.
            -------------------

     1.1    Purpose.  This  Stock  Incentive  Plan  (the  "Plan") is intended to
            -------
allow  designated officers and employees (all of whom are sometimes collectively
referred to herein as the "Employees," or individually as the "Employee") of The
Jackson  Rivers  Company,  a  Florida  corporation  (the  "Company")  and  its
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

     1.2    Administration.
            --------------

     1.2.1  The  Plan  shall  be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed by the provisions of the Company's Bylaws and of Florida law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2  The  Committee  shall  have  full  and  complete  authority,  in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock  Options  shall be granted; (d) to establish the terms and conditions upon
which  Awards  or  Stock  Options  may be exercised; (e) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (f) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (g)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder, shall be binding and conclusive on all persons for all purposes.

     1.2.3  The  Company  hereby  agrees  to  indemnify  and  hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.

     1.3    Eligibility  and  Participation.  The  Employees eligible under this
            -------------------------------
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.

     1.4    Shares  Subject  to  this Plan.  The maximum number of shares of the
            ------------------------------
Common  Stock  that  may  be  issued  pursuant to this Plan shall be 150,000,000
subject to adjustment pursuant to the provisions of Paragraph 4.1.  If shares of
the Common Stock awarded or issued under this Plan are reacquired by the Company
due  to a forfeiture


                                        1

or  for  any  other  reason, such shares shall be cancelled and thereafter shall
again  be  available  for  purposes  of  this  Plan.  If a Stock Option expires,
terminates or is cancelled for any reason without having been exercised in full,
the shares of the Common Stock not purchased thereunder shall again be available
for  purposes  of  this  Plan. In the event that any outstanding Stock Option or
Award  under  this  Plan  for any reason expires or is terminated, the shares of
Common  Stock  allocable to the unexercised portion of the Stock Option or Award
shall  be available for issuance under The Jackson Rivers Company's Non-Employee
Directors  and  Consultants  Retainer  Stock  Plan  for the Year 2004 No. 3. The
Compensation  Committee  may,  in  its discretion, increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of  shares  available  for  issuance  under The Jackson Rivers Company's
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No.
3.

     2.     Provisions  Relating  to  Stock  Options.
            ----------------------------------------

     2.1    Grants  of  Stock Options.  The Committee may grant Stock Options in
            -------------------------
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.

     2.2    Purchase Price.  The purchase price (the "Exercise Price") of shares
            --------------
of the Common Stock subject to each Stock Option (the "Option Shares") shall not
be less than 85 percent of the Fair Market Value of the Common Stock on the date
of  the grant of the option.  For an Employee holding greater than 10 percent of
the  total voting power of all stock of the Company, either Common or Preferred,
the Exercise Price of an incentive stock option shall be at least 110 percent of
the  Fair  Market  Value  of  the  Common  Stock on the date of the grant of the
option.  As  used herein, "Fair Market Value" means the mean between the highest
and  lowest  reported  sales  prices  of  the Common Stock on the New York Stock
Exchange  Composite  Tape  or,  if  not  listed  on  such exchange, on any other
national  securities  exchange  on  which  the  Common Stock is listed or on The
Nasdaq  Stock  Market,  or,  if  not  so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which  the  Fair  Market  Value is to be determined.  If the Common Stock is not
then  publicly  traded,  then the Fair Market Value of the Common Stock shall be
the  book value of the Company per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.

     2.3    Option  Period.  The Stock Option period (the "Term") shall commence
            --------------
on  the  date of grant of the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject to the provisions of Paragraph 2.4.1.  Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange


                                        2

Act  (the "Section 16 Reporting Persons") pursuant to a qualified employee stock
option plan from the normal requirement of not selling until at least six months
and  one  day  from  the  date  the  Stock  Option  is  granted.

     2.4    Exercise  of  Options.
            ---------------------

     2.4.1  Each  Stock  Option may be exercised in whole or in part (but not as
to  fractional  shares)  by  delivering  it  for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.

     2.4.2  Exercise  of  each Stock Option is conditioned upon the agreement of
the  Employee  to the terms and conditions of this Plan and of such Stock Option
as  evidenced by the Employee's execution and delivery of a Notice and Agreement
of Exercise in a form to be determined by the Committee in its discretion.  Such
Notice  and  Agreement of Exercise shall set forth the agreement of the Employee
that  (a) no Option Shares will be sold or otherwise distributed in violation of
the  Securities  Act  of  1933,  as  amended (the "Securities Act") or any other
applicable  federal  or state securities laws, (b) each Option Share certificate
may  be  imprinted  with  legends  reflecting  any  applicable federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities  law  restrictions  and  issue  "stop  transfer"  instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16  Reporting  Person,  the  Employee will furnish to the Company a copy of each
Form  4  or  Form  5  filed  by  said  Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.

     2.4.3  No Stock Option shall be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and  all  other  legal  requirements, have been fully complied with.  At no time
shall  the  total number of securities issuable upon exercise of all outstanding
options  under  this Plan, and the total number of securities provided for under
any  bonus  or  similar  plan  or  agreement  of  the Company exceed a number of
securities  which  is  equal to 30 percent of the then outstanding securities of
the  Company, unless a percentage higher than 30 percent is approved by at least
two-thirds of the outstanding securities entitled to vote.  The Company will use
reasonable  efforts  to  maintain  the effectiveness of a Registration Statement
under  the  Securities Act for the issuance of Stock Options and shares acquired
thereunder,  but  there may be times when no such Registration Statement will be
currently effective.  The exercise of Stock Options may be temporarily suspended
without  liability  to  the  Company  during  times  when  no  such Registration
Statement  is  currently  effective,  or  during  times  when, in the reasonable
opinion  of the Committee, such suspension is necessary to preclude violation of
any requirements of applicable law or regulatory bodies having jurisdiction over
the  Company.  If any Stock Option would expire for any reason except the end of
its term during such a suspension, then if exercise of such Stock Option is duly
tendered  before  its  expiration,  such  Stock  Option shall be exercisable and
exercised (unless the attempted exercise is withdrawn) as of the first day after
the  end  of  such suspension.  The Company shall have no obligation to file any
Registration  Statement  covering  resales  of  Option  Shares.

     2.5    Continuous  Employment.  Except  as provided in Paragraph 2.7 below,
            ----------------------
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration


                                        3

of  such  leave  of absence, the Employee's employment with the Company shall be
deemed terminated as of the date such leave of absence commenced. The continuous
employment  of  an Employee with the Company shall also be deemed to include any
period  during  which the Employee is a member of the Armed Forces of the United
States,  provided  that the Employee returns to the employ of the Company within
90  days  (or  such longer period as may be prescribed by law) from the date the
Employee  first  becomes  entitled  to  a discharge from military service. If an
Employee  does  not  return to the employ of the Company within 90 days (or such
longer  period  as  may  be  prescribed by law) from the date the Employee first
becomes entitled to a discharge from military service, the Employee's employment
with  the  Company  shall  be  deemed  to  have  terminated  as  of the date the
Employee's  military  service  ended.

     2.6    Restrictions on Transfer.  Each Stock Option granted under this Plan
            ------------------------
shall  be transferable only by will or the laws of descent and distribution.  No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.

     2.7    Termination  of  Employment.
            ---------------------------

     2.7.1  Upon  an Employee's Retirement, Disability (both terms being defined
below)  or death, (a) all Stock Options to the extent then presently exercisable
shall  remain  in  full  force  and  effect and may be exercised pursuant to the
provisions  thereof,  and  (b)  unless  otherwise provided by the Committee, all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as  of  the  date  of such termination of employment and shall not be
exercisable  thereafter.  Unless  employment is terminated for cause, as defined
by  applicable  law,  the  right  to  exercise  in  the  event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:

            (i)      At  least  six  months  from  the  date  of  termination if
termination was caused by death or disability.

            (ii)     At  least  30  days  from  the  date  of  termination  if
termination was caused by other than death or disability.

     2.7.2  Upon the termination of the employment of an Employee for any reason
other  than  those  specifically  set  forth  in  Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.

     2.7.3  For  purposes  of  this  Plan:

            (a)      "Retirement"  shall  mean an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and

            (b)      "Disability"  shall  mean total and permanent incapacity of
an  Employee,  due  to  physical  impairment  or  legally  established  mental
incompetence,  to perform the usual duties of the Employee's employment with the
Company,  which  disability  shall  be  determined  (i) on medical evidence by a
licensed  physician  designated  by  the Committee, or (ii) on evidence that the
Employee  has become entitled to receive primary benefits as a disabled employee
under the Social Security Act in effect on the date of such disability.


                                        4

     3.     Provisions  Relating  to  Awards.
            --------------------------------

     3.1    Grant  of  Awards.  Subject  to  the  provisions  of  this Plan, the
            -----------------
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject to a restriction period (after
which  the  restrictions shall lapse), which shall be a period commencing on the
date  the  Award  is  granted  and  ending  on  such date as the Committee shall
determine  (the  "Restriction Period").  The Committee may provide for the lapse
of  restrictions  in installments, for acceleration of the lapse of restrictions
upon  the  satisfaction  of  such  performance  or  other  criteria  or upon the
occurrence  of  such  events as the Committee shall determine, and for the early
expiration  of  the  Restriction  Period upon an Employee's death, Disability or
Retirement  as  defined  in  Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as those terms are defined herein.  For
purposes  of  this  Plan:

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:

            (a)      The  Employee's  continuing  willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the  manner  in  which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the  Employee  or  his  resignation  for  "Good  Reason,"  as defined herein; or

            (b)      The  conviction  of  the  Employee  of  a  felony;  or

            (c)      The  Employee's  commission  of  fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or

            (d)      The  Employee's  gross  misconduct causing material harm to
the  Company.

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:

            (a)      The  assignment to the Employee of duties inconsistent with
his  executive  status prior to the Change of Control or a substantive change in
the  officer or officers to whom he reports from the officer or officers to whom
he  reported  immediately  prior  to  the  Change  of  Control;  or

            (b)      The elimination or reassignment of a majority of the duties
and responsibilities that were assigned to the Employee immediately prior to the
Change  of  Control;  or


                                        5

            (c)      A  reduction  by  the Company in the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or

            (d)      The  Company  requiring  the  Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or

            (e)      The  failure  of  the  Company  to  grant  the  Employee  a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or

            (f)      The  failure  of  the  Company  to  obtain  a  satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.13  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.

     3.2    Incentive  Agreements.  Each  Award granted under this Plan shall be
            ---------------------
evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

     3.3    Amendment,  Modification  and Waiver of Restrictions.  The Committee
            ----------------------------------------------------
may  modify  or  amend  any  Award  under this Plan or waive any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.

     3.4    Terms  and Conditions of Awards.  Upon receipt of an Award of shares
            -------------------------------
of  the  Common  Stock  under  this Plan, even during the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.

     3.4.1  Except as otherwise provided in this Paragraph 3.4, no shares of the
Common  Stock  received  pursuant  to  this  Plan  shall  be  sold,  exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares.  Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

     3.4.2  If an Employee's employment with the Company terminates prior to the
expiration  of the Restriction Period for an Award, subject to any provisions of
the  Award  with  respect  to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.

     3.4.3  The  Committee  may  require  under  such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.


                                        6

     4.     Miscellaneous  Provisions.
            -------------------------

     4.1    Adjustments  Upon  Change  in  Capitalization.
            ---------------------------------------------

     4.1.1  The  number  and  class  of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options that may be granted under this Plan, the minimum number of shares
as  to which a Stock Option may be exercised at any one time, and the number and
class  of shares subject to each outstanding Award, shall not be proportionately
adjusted  in  the  event of any increase or decrease in the number of the issued
shares  of  the  Common  Stock which results from a split-up or consolidation of
shares,  payment  of  a  stock  dividend  or dividends exceeding a total of five
percent  for  which  the  record  dates  occur  in  any  one  fiscal  year,  a
recapitalization,  a  combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of shares the Employee would have received prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the  Award Shares, the Employee shall receive the number and class of shares the
Employee  would  have  received  prior  to  any such capital adjustment becoming
effective.

     4.1.2  Upon  a  reorganization, merger or consolidation of the Company with
one  or  more corporations as a result of which the Company is not the surviving
corporation  or  in  which  the Company survives as a wholly-owned subsidiary of
another  corporation, or upon a sale of all or substantially all of the property
of  the  Company  to  another  corporation,  or  any dividend or distribution to
stockholders  of  more  than  10  percent  of  the  Company's  assets,  adequate
adjustment  or  other  provisions shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the Option
Shares  and  Award  Shares provided for herein, the shares, securities or assets
which  would have been issuable or payable in respect of or in exchange for such
Option  Shares  and Award Shares then remaining, as if the Employee had been the
owner  of  such shares as of the applicable date.  Any securities so substituted
shall  be  subject  to  similar  successive  adjustments.

     4.2    Withholding  Taxes.  The Company shall have the right at the time of
            ------------------
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:

            (a)      The  withholding  of  Option Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following the date of grant of such Stock Option or Award; and

            (b)      The  withholding  of  Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's quarterly or annual summary statement of sales and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.


                                        7

     4.3    Relationship  to  Other  Employee  Benefit Plans.  Stock Options and
            ------------------------------------------------
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.

     4.4    Amendments  and Termination.  The Board of Directors may at any time
            ---------------------------
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which may be issued under this Plan (except for adjustments pursuant
to  Paragraph  4.1  hereof),  or  (3)  materially  modify the requirements as to
eligibility  for  participation  in  this  Plan.

     4.5    Successors in Interest.  The provisions of this Plan and the actions
            ----------------------
of  the Committee shall be binding upon all heirs, successors and assigns of the
Company  and  of  the  Employees.

     4.6    Other  Documents.  All  documents prepared, executed or delivered in
            ----------------
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.

     4.7    Fairness  of  the  Repurchase  Price.  In the event that the Company
            ------------------------------------
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).

     4.8    No  Obligation  to  Continue  Employment.  This  Plan and the grants
            ----------------------------------------
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.

     4.9    Misconduct  of  an Employee.  Notwithstanding any other provision of
            ---------------------------
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.

     4.10   Term  of  Plan.  No  Stock  Option  shall  be  exercisable, or Award
            --------------
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board effective August 9, 2004.  No Stock Options or Awards may be granted under
this  Plan  after  August  9,  2014.

     4.11   Governing  Law.  This Plan and all actions taken thereunder shall be
            --------------
governed by, and construed in accordance with, the laws of the State of Florida.

     4.12   Assumption  Agreements.  The  Company  will  require each successor,
            ----------------------
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions


                                        8

remaining  to  be  performed  by  the Company under each Incentive Agreement and
Stock  Option  and  to  preserve  the benefits to the Employees thereunder. Such
assumption  and  agreement shall be set forth in a written agreement in form and
substance  satisfactory  to the Committee (an "Assumption Agreement"), and shall
include  such  adjustments,  if any, in the application of the provisions of the
Incentive  Agreements  and Stock Options and such additional provisions, if any,
as  the  Committee shall require and approve, in order to preserve such benefits
to  the  Employees.  Without  limiting  the  generality  of  the  foregoing, the
Committee  may  require  an  Assumption  Agreement  to  include  satisfactory
undertakings  by  a  successor:

            (a)      To  provide  liquidity  to  the Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;

            (b)      If  the  succession  occurs  before  the  expiration of any
period  specified  in  the  Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;

            (c)      To require any future successor to enter into an Assumption
Agreement;  and

            (d)      To  take  or  refrain from taking such other actions as the
Committee may require and approve, in its discretion.

     4.13   Compliance  with  Rule  16b-3.  Transactions  under  this  Plan  are
            -----------------------------
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

     4.14   Information  to  Shareholders.  The Company shall furnish to each of
            -----------------------------
its stockholders financial statements of the Company at least annually.

     IN  WITNESS  WHEREOF, this Plan has been executed effective as of August 9,
2004.



                                   THE JACKSON RIVERS COMPANY



                                   By  /s/  Dennis N. Lauzon
                                     -------------------------------------------
                                     Dennis N. Lauzon, President


                                        9


                           THE JACKSON RIVERS COMPANY
           NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
                             FOR THE YEAR 2004 NO. 3

     1.   Introduction.  This  Plan  shall  be  known as the "The Jackson Rivers
          ------------
Company  Non-Employee Directors and Consultants Retainer Stock Plan for the Year
2004 No. 3," and is hereinafter referred to as the "Plan."  The purposes of this
Plan  are  to  enable  The  Jackson  Rivers  Company, a Florida corporation (the
"Company"),  to  promote  the  interests  of the Company and its stockholders by
attracting  and  retaining  non-employee  Directors  and  Consultants capable of
furthering  the  future  success  of  the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer  or fees in the form of shares of the Company's common stock, par value
$  001  per  share  (the  "Common  Stock").

     2.   Definitions.  The  following  terms  shall have the meanings set forth
          -----------
below:

     "Board" means the Board of Directors of the Company.

     "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

     "Code"  means  the Internal Revenue Code of 1986, as amended, and the rules
and  regulations  thereunder. References to any provision of the Code or rule or
regulation  thereunder  shall  be  deemed  to  include  any amended or successor
provision,  rule  or  regulation.

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.

     "Common Stock" has the meaning set forth in Paragraph 1 hereof.

     "Company" has the meaning set forth in Paragraph 1 hereof.

     "Consultants"  means  Company's  consultants and advisors only if: (i) they
are  natural  persons;  (ii) they provide bona fide services to the Company; and
(iii) the services are not in connection with the offer or sale of securities in
a  capital-raising  transaction,  and  do  not directly or indirectly promote or
maintain  a  market  for  the  Company's  securities.

     "Deferral Election" has the meaning set forth in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

     "Delivery Date" has the meaning set forth in Paragraph 6 hereof.

     "Director" means an individual who is a member of the Board of Directors of
the  Company.

     "Dividend  Equivalent"  for  a given dividend or other distribution means a
number  of  shares  of  the  Common  Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of cash, plus
the  Fair  Market  Value  on  the  date of distribution of any property, that is
distributed  with  respect  to  one  share  of the Common Stock pursuant to such
dividend  or  distribution;  such  Fair  Market  Value  to  be determined by the
Committee  in  good  faith.

     "Effective Date" has the meaning set forth in Paragraph 3 hereof.

     "Exchange Act" has the meaning set forth in Paragraph 12(d) hereof.


                                        1

     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.

     "Participant" has the meaning set forth in Paragraph 4 hereof.

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).

     "Stock Retainer" has the meaning set forth in Paragraph 5 hereof.

     "Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

     3.   Effective  Date  of  the  Plan.  This  Plan  was  adopted by the Board
          ------------------------------
effective  August  9,  2004  (the  "Effective  Date").

     4.   Eligibility.  Each  individual  who is a Director or Consultant on the
          -----------
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.   Grants  of  Shares.  Commencing  on  the Effective Date, the amount of
          ------------------
compensation  for service to directors or consultants shall be payable in shares
of  the  Common  Stock (the "Stock Retainer") pursuant to this Plan.  The deemed
issuance  price  of  shares  of  the Common Stock subject to each Stock Retainer
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on  the  date  of  the  grant.  In  the  case  of any person who owns securities
possessing  more than ten percent of the combined voting power of all classes of
securities  of the issuer or its parent or subsidiaries possessing voting power,
the  deemed  issuance  price of shares of the Common Stock subject to each Stock
Retainer  shall  be  at least 100 percent of the Fair Market Value of the Common
Stock  on  the  date  of  the  grant.

     6.   Deferral Option.  From and after the Effective Date, a Participant may
          ---------------
make an election (a "Deferral Election") on an annual basis to defer delivery of
the Stock Retainer specifying which one of the following ways the Stock Retainer
is to be delivered (a) on the date which is three years after the Effective Date
for  which  it was originally payable (the "Third Anniversary"), (b) on the date
upon  which the Participant ceases to be a Director or Consultant for any reason
(the  "Departure  Date")  or (c) in five equal annual installments commencing on
the  Departure  Date  (the  "Third  Anniversary" and "Departure Date" each being
referred  to  herein as a "Delivery Date").  Such Deferral Election shall remain
in  effect  for each Subsequent Year unless changed, provided that, any Deferral
Election  with  respect  to  a  particular Year may not be changed less than six
months  prior to the beginning of such Year, and provided, further, that no more
than  one  Deferral  Election  or  change  thereof  may  be  made  in  any Year.


                                        2

     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.

     7.   Deferred  Stock Accounts.  The Company shall maintain a Deferred Stock
          ------------------------
Account  for  each  Participant  who makes a Deferral Election to which shall be
credited,  as of the applicable Payment Time, the number of shares of the Common
Stock  payable  pursuant  to  the  Stock Retainer to which the Deferral Election
relates.  So  long  as  any amounts in such Deferred Stock Account have not been
delivered  to  the  Participant  under  Paragraph  8 hereof, each Deferred Stock
Account  shall be credited as of the payment date for any dividend paid or other
distribution  made  with respect to the Common Stock, with a number of shares of
the  Common Stock equal to (a) the number of shares of the Common Stock shown in
such Deferred Stock Account on the record date for such dividend or distribution
multiplied  by  (b)  the  Dividend Equivalent for such dividend or distribution.

     8.   Delivery  of  Shares.
          --------------------

     (a)  The  shares  of  the  Common  Stock  in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate
immediately.  References  to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

     (b)  The  Company may, but shall not be required to, create a grantor trust
or  utilize  an existing grantor trust (in either case, "Trust") to assist it in
accumulating  the  shares  of the Common Stock needed to fulfill its obligations
under this Paragraph 8.  However, Participants shall have no beneficial or other
interest  in  the Trust and the assets thereof, and their rights under this Plan
shall  be  as  general  creditors of the Company, unaffected by the existence or
nonexistence  of  the  Trust,  except  that  deliveries  of  Stock  Retainers to
Participants  from  the  Trust  shall,  to  the  extent  thereof,  be treated as
satisfying  the  Company's  obligations  under  this  Paragraph  8.

     9.   Share  Certificates;  Voting  and  Other Rights.  The certificates for
          -----------------------------------------------
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other
distributions  paid  or  made  with  respect  thereto.

     10.  General  Restrictions.
          ---------------------

          (a)  Notwithstanding  any  other  provision of this Plan or agreements
made pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of the Common Stock under this Plan prior
to  fulfillment  of  all  of  the  following  conditions:

               (i)   Listing  or  approval  for  listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities  exchange  as  may  at  the  time  be  a market for the Common Stock;


                                        3

               (ii)  Any  registration  or  other  qualification  of such shares
under  any  state  or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, upon the
advice  of  counsel,  deem  necessary  or  advisable;  and

               (iii) Obtaining  any other  consent, approval, or permit from any
state  or federal governmental agency which the Committee shall, after receiving
the  advice  of  counsel,  determine  to  be  necessary  or  advisable.

          (b)  Nothing  contained  in  this  Plan shall prevent the Company from
adopting other or additional compensation arrangements for the Participants.

     11.  Shares  Available.  Subject  to Paragraph 12 below, the maximum number
          -----------------
of  shares  of  the  Common  Stock  which  may in the aggregate be paid as Stock
Retainers  pursuant  to  this  Plan  is  99,000,000.  Shares of the Common Stock
issuable  under  this  Plan  may be taken from treasury shares of the Company or
purchased  on the open market.  In the event that any outstanding Stock Retainer
under  this  Plan  for any reason expires or is terminated, the shares of Common
Stock  allocable  to  the  unexercised  portion  of  the Stock Retainer shall be
available  for  issuance  under  The  Jackson  Rivers  Company's  Employee Stock
Incentive  Plan for the Year 2004 No. 3.  The Compensation Committee may, in its
discretion,  increase  the  number  of  shares available for issuance under this
Plan,  while  correspondingly  decreasing  the  number  of  shares available for
issuance  under  The  Jackson Rivers Company's Employee Stock Incentive Plan for
the  Year  2004  No.  3.

     12.  Adjustments;  Change  of  Control.
          ---------------------------------

          (a)  In  the  event  that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any  other  relevant  provisions  of  this Plan to reflect any such Transaction.

          (b)  If  the shares of the Common Stock credited to the Deferred Stock
Accounts  are  converted  pursuant  to  Paragraph  12(a)  into  another  form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.

          (c)  In lieu of the adjustment contemplated by Paragraph 12(a), in the
event  of  a  Change  of  Control,  the following shall occur on the date of the
Change  of Control (i) the shares of the Common Stock held in each Participant's
Deferred  Stock  Account  shall be deemed to be issued and outstanding as of the
Change  of Control; (ii) the Company shall forthwith deliver to each Participant
who  has  a  Deferred Stock Account all of the shares of the Common Stock or any
other property held in such Participant's Deferred Stock Account; and (iii) this
Plan  shall  be  terminated.

          (d)  For  purposes  of  this Plan, Change of Control shall mean any of
the  following  events:

               (i)   The  acquisition by any individual, entity or group (within
the  meaning  of  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act")) (a


                                        4

"Person")  of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 40 percent or more of either (1) the then outstanding
shares  of  the  Common  Stock  of  the Company (the "Outstanding Company Common
Stock"),  or (2) the combined voting power of then outstanding voting securities
of  the  Company  entitled  to  vote generally in the election of directors (the
"Outstanding  Company Voting Securities"); provided, however, that the following
acquisitions  shall  not  constitute  a  Change  of  Control (A) any acquisition
directly from the Company (excluding an acquisition by virtue of the exercise of
a  conversion  privilege  unless  the  security  being  so  converted was itself
acquired directly from the Company), (B) any acquisition by the Company, (C) any
acquisition  by  any  employee  benefit  plan  (or  related  trust) sponsored or
maintained  by  the  Company or any corporation controlled by the Company or (D)
any  acquisition  by  any  corporation  pursuant  to a reorganization, merger or
consolidation,  if,  following such reorganization, merger or consolidation, the
conditions  described  in  clauses  (A),  (B) and (C) of paragraph (iii) of this
Paragraph  12(d)  are  satisfied;  or

               (ii)  Individuals  who,  as  of  the  date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of  proxies  or  consents  by  or on behalf of a Person other than the Board; or

               (iii)  Approval  by  the  stockholders  of  the  Company  of  a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless,
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or
consolidation;  or

               (iv)  Approval  by  the  stockholders  of  the  Company  of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock


                                        5

or Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly  or  indirectly,  20 percent or more of, respectively, then outstanding
shares of common stock of such corporation and the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the  election  of  directors,  and (C) at least a majority of the members of the
board  of  directors  of such corporation were members of the Incumbent Board at
the  time  of  the  execution  of  the  initial agreement or action of the Board
providing  for  such  sale  or  other  disposition  of  assets  of  the Company.

     13.  Administration;  Amendment  and  Termination.
          --------------------------------------------

          (a)  This  Plan shall be administered by a committee consisting of two
members  who  shall  be the current directors of the Company or senior executive
officers or other directors who are not Participants as may be designated by the
Chief  Executive  Officer  (the "Committee"), which shall have full authority to
construe  and  interpret  this  Plan,  to establish, amend and rescind rules and
regulations  relating  to  this  Plan, and to take all such actions and make all
such  determinations  in  connection  with this Plan as it may deem necessary or
desirable.

          (b)  The  Board  may  from  time  to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Florida  law  or  to  qualify
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.

     14.  Restrictions  on  Transfer.  Each Stock Option granted under this Plan
          --------------------------
shall  be transferable only by will or the laws of descent and distribution.  No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.

     15.  Term  of  Plan.  No shares of the Common Stock shall be issued, unless
          --------------
and  until  the  Directors  of the Company have approved this Plan and all other
legal  requirements have been met.  This Plan was adopted by the Board effective
August  9,  2004,  and  shall  expire  on  August  9,  2014.

     16.  Governing  Law.  This  Plan  and all actions taken thereunder shall be
          --------------
governed by, and construed in accordance with, the laws of the State of Florida.

     17.  Information to Shareholders.  The Company shall furnish to each of its
          ---------------------------
stockholders financial statements of the Company at least annually.

     18.  Miscellaneous.
          -------------

          (a)   Nothing in this Plan shall be deemed to create any obligation on
the  part  of the Board to nominate any Director for reelection by the Company's
stockholders  or to limit the rights of the stockholders to remove any Director.

          (b)   The  Company  shall  have  the  right  to  require, prior to the
issuance  or  delivery  of any shares of the Common Stock pursuant to this Plan,
that  a  Participant  make  arrangements  satisfactory  to the Committee for the
withholding  of  any  taxes  required  by law to be withheld with respect to the
issuance  or  delivery  of  such  shares,  including, without limitation, by the
withholding  of  shares  that  would  otherwise  be  so  issued or delivered, by
withholding  from any other payment due to the Participant, or by a cash payment
to  the  Company  by  the  Participant.


                                        6

     IN  WITNESS  WHEREOF, this Plan has been executed effective as of August 9,
2004.



                                     THE  JACKSON  RIVERS  COMPANY


                                     By  /s/  Dennis  N.  Lauzon
                                       -----------------------------------------
                                       Dennis  N.  Lauzon,  President


                                        7


                           THE JACKSON RIVERS COMPANY
              EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 4

     1.        General  Provisions.
               -------------------

     1.1       Purpose.  This  Stock  Incentive Plan (the "Plan") is intended to
               -------
allow  designated officers and employees (all of whom are sometimes collectively
referred to herein as the "Employees," or individually as the "Employee") of The
Jackson  Rivers  Company,  a  Florida  corporation  (the  "Company")  and  its
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

     1.2       Administration.
               --------------

     1.2.1     The Plan shall be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed by the provisions of the Company's Bylaws and of Florida law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2     The  Committee  shall  have  full  and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock  Options  shall be granted; (d) to establish the terms and conditions upon
which  Awards  or  Stock  Options  may be exercised; (e) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (f) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (g)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

     1.2.3     The  Company  hereby  agrees  to indemnify and hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.

     1.3       Eligibility and Participation.  The Employees eligible under this
               -----------------------------
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.

     1.4       Shares Subject to this Plan.  The maximum number of shares of the
               ---------------------------
Common  Stock  that  may  be  issued  pursuant to this Plan shall be 400,000,000
subject to adjustment pursuant to the provisions of Paragraph 4.1.  If shares of
the Common Stock awarded or issued under this Plan are reacquired by the Company
due  to  a  forfeiture


                                        1

or  for  any  other  reason, such shares shall be cancelled and thereafter shall
again  be  available  for  purposes  of  this  Plan.  If a Stock Option expires,
terminates or is cancelled for any reason without having been exercised in full,
the shares of the Common Stock not purchased thereunder shall again be available
for  purposes  of  this Plan.  In the event that any outstanding Stock Option or
Award  under  this  Plan  for any reason expires or is terminated, the shares of
Common  Stock  allocable to the unexercised portion of the Stock Option or Award
shall  be available for issuance under The Jackson Rivers Company's Non-Employee
Directors  and  Consultants  Retainer  Stock  Plan for the Year 2004 No. 4.  The
Compensation  Committee  may,  in  its discretion, increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of  shares  available  for  issuance  under The Jackson Rivers Company's
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No.
4.

     2.        Provisions  Relating  to  Stock  Options.
               ----------------------------------------

     2.1       Grants  of  Stock Options.  The Committee may grant Stock Options
               -------------------------
in such amounts, at such times, and to the Employees nominated by the management
of  the  Company  as  the  Committee,  in  its discretion, may determine.  Stock
Options  granted  under  this  Plan  shall  constitute "incentive stock options"
within the meaning of Section 422 of the Code, if so designated by the Committee
on  the  date  of  grant.  The Committee shall also have the discretion to grant
Stock  Options  which  do  not  constitute incentive stock options, and any such
Stock  Options  shall be designated non-statutory stock options by the Committee
on  the  date  of  grant.  The aggregate Fair Market Value (determined as of the
time  an  incentive stock option is granted) of the Common Stock with respect to
which incentive stock options are exercisable for the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.

     2.2       Purchase  Price.  The  purchase  price  (the "Exercise Price") of
               ---------------
shares  of  the  Common Stock subject to each Stock Option (the "Option Shares")
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on the date of the grant of the option.  For an Employee holding greater than 10
percent  of the total voting power of all stock of the Company, either Common or
Preferred, the Exercise Price of an incentive stock option shall be at least 110
percent of the Fair Market Value of the Common Stock on the date of the grant of
the  option.  As  used  herein,  "Fair  Market Value" means the mean between the
highest  and  lowest  reported  sales prices of the Common Stock on the New York
Stock  Exchange  Composite Tape or, if not listed on such exchange, on any other
national  securities  exchange  on  which  the  Common Stock is listed or on The
Nasdaq  Stock  Market,  or,  if  not  so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which  the  Fair  Market  Value is to be determined.  If the Common Stock is not
then  publicly  traded,  then the Fair Market Value of the Common Stock shall be
the  book value of the Company per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.

     2.3       Option  Period.  The  Stock  Option  period  (the  "Term")  shall
               --------------
commence  on the date of grant of the Stock Option and shall be 10 years or such
shorter  period  as  is  determined  by  the Committee.  Each Stock Option shall
provide  that  it  is exercisable over its term in such periodic installments as
the  Committee  may  determine,  subject  to  the provisions of Paragraph 2.4.1.
Section  16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")  exempts persons normally subject to the reporting requirements of Section
16(a)  of  the  Exchange


                                        2

Act  (the "Section 16 Reporting Persons") pursuant to a qualified employee stock
option plan from the normal requirement of not selling until at least six months
and  one  day  from  the  date  the  Stock  Option  is  granted.

     2.4       Exercise  of  Options.
               ---------------------

     2.4.1     Each  Stock  Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.

     2.4.2     Exercise  of  each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.

     2.4.3     No  Stock  Option  shall  be  exercisable  unless  and  until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.

     2.5       Continuous  Employment.  Except  as  provided  in  Paragraph  2.7
               ----------------------
below, an Employee may not exercise a Stock Option unless from the date of grant
to  the  date of exercise the Employee remains continuously in the employ of the
Company.  For  purposes  of  this  Paragraph  2.5,  the  period  of  continuous
employment  of  an Employee with the Company shall be deemed to include (without
extending  the term of the Stock Option) any period during which the Employee is
on leave of absence with the consent of the Company, provided that such leave of
absence  shall  not  exceed  three  months  and that the Employee returns to the
employ  of  the  Company  at  the  expiration  of such leave of absence.  If the
Employee  fails  to  return  to  the  employ  of  the  Company at the expiration


                                        3

of  such  leave  of absence, the Employee's employment with the Company shall be
deemed  terminated  as  of  the  date  such  leave  of  absence  commenced.  The
continuous  employment  of  an Employee with the Company shall also be deemed to
include  any period during which the Employee is a member of the Armed Forces of
the  United  States,  provided  that  the  Employee returns to the employ of the
Company  within 90 days (or such longer period as may be prescribed by law) from
the  date  the  Employee  first  becomes  entitled  to a discharge from military
service.  If  an Employee does not return to the employ of the Company within 90
days  (or  such  longer  period  as  may be prescribed by law) from the date the
Employee  first  becomes  entitled  to  a  discharge  from military service, the
Employee's  employment with the Company shall be deemed to have terminated as of
the  date  the  Employee's  military  service  ended.

     2.6       Restrictions  on  Transfer.  Each Stock Option granted under this
               --------------------------
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.

     2.7       Termination  of  Employment.
               ---------------------------

     2.7.1     Upon  an  Employee's  Retirement,  Disability  (both  terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:

               (i)  At  least  six  months  from  the  date  of  termination  if
termination  was  caused  by  death  or  disability.

               (ii) At least 30 days from the date of termination if termination
was  caused  by  other  than  death  or  disability.

     2.7.2     Upon  the  termination  of  the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.

     2.7.3     For  purposes  of  this  Plan:

               (a)  "Retirement"  shall  mean  an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and

               (b)  "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.


                                        4

     3.        Provisions  Relating  to  Awards.

     3.1       Grant  of  Awards.  Subject  to  the provisions of this Plan, the
               -----------------
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject to a restriction period (after
which  the  restrictions shall lapse), which shall be a period commencing on the
date  the  Award  is  granted  and  ending  on  such date as the Committee shall
determine  (the  "Restriction Period").  The Committee may provide for the lapse
of  restrictions  in installments, for acceleration of the lapse of restrictions
upon  the  satisfaction  of  such  performance  or  other  criteria  or upon the
occurrence  of  such  events as the Committee shall determine, and for the early
expiration  of  the  Restriction  Period upon an Employee's death, Disability or
Retirement  as  defined  in  Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as those terms are defined herein.  For
purposes  of  this  Plan:

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:

                    (a)  The  Employee's  continuing willful and material breach
of his duties to the Company after he receives a demand from the Chief Executive
of  the  Company  specifying the manner in which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the  Employee  or  his  resignation  for  "Good  Reason,"  as defined herein; or

                    (b)  The  conviction  of  the  Employee  of  a  felony;  or

                    (c)  The Employee's commission of fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or

                    (d)  The  Employee's  gross misconduct causing material harm
to  the  Company.

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:

                    (a)  The  assignment  to the Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in  the  officer  or officers to whom he reports from the officer or officers to
whom  he  reported  immediately  prior  to  the  Change  of  Control;  or

                    (b)  The  elimination  or  reassignment of a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to  the  Change  of  Control;  or


                                        5

                    (c)  A  reduction  by  the  Company in the Employee's annual
base  salary  as  in  effect  immediately  prior  to  the  Change of Control; or

                    (d)  The Company requiring the Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or

                    (e)  The  failure  of  the  Company  to grant the Employee a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or

                    (f)  The  failure  of  the  Company to obtain a satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.13  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.

     3.2       Incentive  Agreements.  Each  Award granted under this Plan shall
               ---------------------
be  evidenced  by  a  written  agreement  (an  "Incentive  Agreement") in a form
approved  by  the Committee and executed by the Company and the Employee to whom
the  Award  is  granted.  Each Incentive Agreement shall be subject to the terms
and conditions of this Plan and other such terms and conditions as the Committee
may  specify.

     3.3       Amendment,  Modification  and  Waiver  of  Restrictions.  The
               -------------------------------------------------------
Committee  may  modify  or  amend  any  Award  under  this  Plan  or  waive  any
restrictions  or conditions applicable to the Award; provided, however, that the
Committee may not undertake any such modifications, amendments or waivers if the
effect  thereof  materially increases the benefits to any Employee, or adversely
affects  the  rights  of  any  Employee  without  his  consent.

     3.4       Terms  and  Conditions  of  Awards.  Upon  receipt of an Award of
               ----------------------------------
shares  of the Common Stock under this Plan, even during the Restriction Period,
an  Employee  shall be the holder of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.

     3.4.1     Except  as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares.  Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

     3.4.2     If  an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.

     3.4.3     The  Committee  may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.


                                        6

     4.        Miscellaneous Provisions.

     4.1       Adjustments  Upon  Change  in  Capitalization.
               ---------------------------------------------

     4.1.1     The  number and class of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options that may be granted under this Plan, the minimum number of shares
as  to which a Stock Option may be exercised at any one time, and the number and
class  of shares subject to each outstanding Award, shall not be proportionately
adjusted  in  the  event of any increase or decrease in the number of the issued
shares  of  the  Common  Stock which results from a split-up or consolidation of
shares,  payment  of  a  stock  dividend  or dividends exceeding a total of five
percent  for  which  the  record  dates  occur  in  any  one  fiscal  year,  a
recapitalization,  a  combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of shares the Employee would have received prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the  Award Shares, the Employee shall receive the number and class of shares the
Employee  would  have  received  prior  to  any such capital adjustment becoming
effective.

     4.1.2     Upon  a  reorganization,  merger  or consolidation of the Company
with  one  or  more  corporations  as  a  result of which the Company is not the
surviving  corporation  or  in  which  the  Company  survives  as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.

     4.2       Withholding  Taxes.  The Company shall have the right at the time
               ------------------
of  exercise  of  any  Stock  Option,  the  grant  of  an Award, or the lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:

                    (a)  The  withholding  of  Option Shares or Award Shares and
the  exercise  of the related Stock Option occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and

                    (b)  The  withholding  of  Option  Shares or Award Shares is
made either (i) pursuant to an irrevocable election (the "Withholding Election")
made  by  the  Employee  at  least  six  months in advance of the withholding of
Options Shares or Award Shares, or (ii) on a day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.


                                        7

     4.3       Relationship  to Other Employee Benefit Plans.  Stock Options and
               ---------------------------------------------
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.

     4.4       Amendments  and  Termination.  The  Board of Directors may at any
               ----------------------------
time suspend, amend or terminate this Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which may be issued under this Plan (except for adjustments pursuant
to  Paragraph  4.1  hereof),  or  (3)  materially  modify the requirements as to
eligibility  for  participation  in  this  Plan.

     4.5       Successors  in  Interest.  The  provisions  of  this Plan and the
               ------------------------
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.

     4.6       Other  Documents.  All  documents prepared, executed or delivered
               ----------------
in  connection  with this Plan (including, without limitation, Option Agreements
and  Incentive  Agreements)  shall be, in substance and form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.

     4.7       Fairness  of the Repurchase Price.  In the event that the Company
               ---------------------------------
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).

     4.8       No  Obligation  to Continue Employment.  This Plan and the grants
               --------------------------------------
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.

     4.9       Misconduct  of  an Employee.  Notwithstanding any other provision
               ---------------------------
of  this  Plan, if an Employee commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.

     4.10      Term  of  Plan.  No  Stock  Option shall be exercisable, or Award
               --------------
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board  effective  September  8, 2004.  No Stock Options or Awards may be granted
under  this  Plan  after  September  8,  2014.

     4.11      Governing  Law.  This Plan and all actions taken thereunder shall
               --------------
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Florida.

     4.12      Assumption  Agreements.  The Company will require each successor,
               ----------------------
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions


                                        8

remaining  to  be  performed  by  the Company under each Incentive Agreement and
Stock  Option  and  to  preserve the benefits to the Employees thereunder.  Such
assumption  and  agreement shall be set forth in a written agreement in form and
substance  satisfactory  to the Committee (an "Assumption Agreement"), and shall
include  such  adjustments,  if any, in the application of the provisions of the
Incentive  Agreements  and Stock Options and such additional provisions, if any,
as  the  Committee shall require and approve, in order to preserve such benefits
to  the  Employees.  Without  limiting  the  generality  of  the  foregoing, the
Committee  may  require  an  Assumption  Agreement  to  include  satisfactory
undertakings  by  a  successor:

                    (a)  To provide liquidity to the Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;

                    (b)  If  the  succession occurs before the expiration of any
period  specified  in  the  Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;

                    (c)  To  require  any  future  successor  to  enter  into an
Assumption  Agreement;  and

                    (d)  To  take  or  refrain from taking such other actions as
the  Committee  may  require  and  approve,  in  its  discretion.

     4.13      Compliance  with  Rule  16b-3.  Transactions  under this Plan are
               -----------------------------
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent  permitted  by  law  and  deemed  advisable  by  the  Committee.

     4.14      Information  to  Shareholders.  The Company shall furnish to each
               -----------------------------
of  its  stockholders  financial  statements  of  the Company at least annually.

     IN  WITNESS  WHEREOF, this Plan has been executed effective as of September
8,  2004.


                                        THE JACKSON RIVERS COMPANY


                                        By /s/ Dennis N. Lauzon
                                          --------------------------------------
                                            Dennis N. Lauzon, President


                                        9


                           THE JACKSON RIVERS COMPANY
           NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
                             FOR THE YEAR 2004 NO. 4

     1.   Introduction.  This  Plan  shall  be  known as the "The Jackson Rivers
          ------------
Company  Non-Employee Directors and Consultants Retainer Stock Plan for the Year
2004 No. 4," and is hereinafter referred to as the "Plan."  The purposes of this
Plan  are  to  enable  The  Jackson  Rivers  Company, a Florida corporation (the
"Company"),  to  promote  the  interests  of the Company and its stockholders by
attracting  and  retaining  non-employee  Directors  and  Consultants capable of
furthering  the  future  success  of  the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer  or fees in the form of shares of the Company's common stock, par value
$0.001  per  share  (the  "Common  Stock").

     2.   Definitions.  The  following  terms  shall have the meanings set forth
          -----------
below:

     "Board"  means  the  Board  of  Directors  of  the  Company.

     "Change  of  Control"  has the meaning set forth in Paragraph 12(d) hereof.

     "Code"  means  the Internal Revenue Code of 1986, as amended, and the rules
and  regulations  thereunder. References to any provision of the Code or rule or
regulation  thereunder  shall  be  deemed  to  include  any amended or successor
provision,  rule  or  regulation.

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.

     "Common  Stock"  has  the  meaning  set  forth  in  Paragraph  1  hereof.

     "Company"  has  the  meaning  set  forth  in  Paragraph  1  hereof.

     "Consultants"  means  Company's  consultants and advisors only if: (i) they
are  natural  persons;  (ii) they provide bona fide services to the Company; and
(iii) the services are not in connection with the offer or sale of securities in
a  capital-raising  transaction,  and  do  not directly or indirectly promote or
maintain  a  market  for  the  Company's  securities.

     "Deferral  Election"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

     "Delivery  Date"  has  the  meaning  set  forth  in  Paragraph  6  hereof.

     "Director" means an individual who is a member of the Board of Directors of
the  Company.

     "Dividend  Equivalent"  for  a given dividend or other distribution means a
number  of  shares  of  the  Common  Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of cash, plus
the  Fair  Market  Value  on  the  date of distribution of any property, that is
distributed  with  respect  to  one  share  of the Common Stock pursuant to such
dividend  or  distribution;  such  Fair  Market  Value  to  be determined by the
Committee  in  good  faith.

     "Effective  Date"  has  the  meaning  set  forth  in  Paragraph  3  hereof.

     "Exchange  Act"  has  the  meaning  set  forth  in  Paragraph 12(d) hereof.


                                        1

     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.

     "Participant"  has  the  meaning  set  forth  in  Paragraph  4  hereof.

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).

     "Stock  Retainer"  has  the  meaning  set  forth  in  Paragraph  5  hereof.

     "Third  Anniversary"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     3.   Effective  Date  of  the  Plan.  This  Plan  was  adopted by the Board
          ------------------------------
effective  September  8,  2004  (the  "Effective  Date").

     4.   Eligibility.  Each  individual  who is a Director or Consultant on the
          -----------
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.   Grants  of  Shares.  Commencing  on  the Effective Date, the amount of
          ------------------
compensation  for service to directors or consultants shall be payable in shares
of  the  Common  Stock (the "Stock Retainer") pursuant to this Plan.  The deemed
issuance  price  of  shares  of  the Common Stock subject to each Stock Retainer
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on  the  date  of  the  grant.  In  the  case  of any person who owns securities
possessing  more than ten percent of the combined voting power of all classes of
securities  of the issuer or its parent or subsidiaries possessing voting power,
the  deemed  issuance  price of shares of the Common Stock subject to each Stock
Retainer  shall  be  at least 100 percent of the Fair Market Value of the Common
Stock  on  the  date  of  the  grant.

     6.   Deferral Option.  From and after the Effective Date, a Participant may
          ---------------
make an election (a "Deferral Election") on an annual basis to defer delivery of
the Stock Retainer specifying which one of the following ways the Stock Retainer
is to be delivered (a) on the date which is three years after the Effective Date
for  which  it was originally payable (the "Third Anniversary"), (b) on the date
upon  which the Participant ceases to be a Director or Consultant for any reason
(the  "Departure  Date")  or (c) in five equal annual installments commencing on
the  Departure  Date  (the  "Third  Anniversary" and "Departure Date" each being
referred  to  herein as a "Delivery Date").  Such Deferral Election shall remain
in  effect  for each Subsequent Year unless changed, provided that, any Deferral
Election  with  respect  to  a  particular Year may not be changed less than six
months  prior to the beginning of such Year, and provided, further, that no more
than  one  Deferral  Election  or  change  thereof  may  be  made  in  any Year.


                                        2

     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.

     7.   Deferred  Stock Accounts.  The Company shall maintain a Deferred Stock
          ------------------------
Account  for  each  Participant  who makes a Deferral Election to which shall be
credited,  as of the applicable Payment Time, the number of shares of the Common
Stock  payable  pursuant  to  the  Stock Retainer to which the Deferral Election
relates.  So  long  as  any amounts in such Deferred Stock Account have not been
delivered  to  the  Participant  under  Paragraph  8 hereof, each Deferred Stock
Account  shall be credited as of the payment date for any dividend paid or other
distribution  made  with respect to the Common Stock, with a number of shares of
the  Common Stock equal to (a) the number of shares of the Common Stock shown in
such Deferred Stock Account on the record date for such dividend or distribution
multiplied  by  (b)  the  Dividend Equivalent for such dividend or distribution.

     8.   Delivery  of  Shares.
          --------------------

     (a)  The  shares  of  the  Common  Stock  in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate
immediately.  References  to a Participant in this Plan shall be deemed to refer
to  the  Participant's  estate  or  legal  guardian,  where  appropriate.

     (b)  The  Company may, but shall not be required to, create a grantor trust
or  utilize  an existing grantor trust (in either case, "Trust") to assist it in
accumulating  the  shares  of the Common Stock needed to fulfill its obligations
under this Paragraph 8.  However, Participants shall have no beneficial or other
interest  in  the Trust and the assets thereof, and their rights under this Plan
shall  be  as  general  creditors of the Company, unaffected by the existence or
nonexistence  of  the  Trust,  except  that  deliveries  of  Stock  Retainers to
Participants  from  the  Trust  shall,  to  the  extent  thereof,  be treated as
satisfying  the  Company's  obligations  under  this  Paragraph  8.

     9.   Share  Certificates;  Voting  and  Other Rights.  The certificates for
          -----------------------------------------------
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other
distributions  paid  or  made  with  respect  thereto.

     10.  General  Restrictions.
          ---------------------

          (a)  Notwithstanding  any  other  provision of this Plan or agreements
made pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of the Common Stock under this Plan prior
to  fulfillment  of  all  of  the  following  conditions:

               (i)  Listing  or  approval  for  listing  upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities  exchange  as  may  at  the  time  be  a market for the Common Stock;


                                        3

               (ii)  Any  registration  or  other  qualification  of such shares
under  any  state  or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, upon the
advice  of  counsel,  deem  necessary  or  advisable;  and

               (iii)  Obtaining  any other consent, approval, or permit from any
state  or federal governmental agency which the Committee shall, after receiving
the  advice  of  counsel,  determine  to  be  necessary  or  advisable.

          (b)  Nothing  contained  in  this  Plan shall prevent the Company from
adopting  other  or  additional  compensation arrangements for the Participants.

     11.  Shares  Available.  Subject  to Paragraph 12 below, the maximum number
          -----------------
of  shares  of  the  Common  Stock  which  may in the aggregate be paid as Stock
Retainers  pursuant  to  this  Plan  is  99,000,000.  Shares of the Common Stock
issuable  under  this  Plan  may be taken from treasury shares of the Company or
purchased  on the open market.  In the event that any outstanding Stock Retainer
under  this  Plan  for any reason expires or is terminated, the shares of Common
Stock  allocable  to  the  unexercised  portion  of  the Stock Retainer shall be
available  for  issuance  under  The  Jackson  Rivers  Company's  Employee Stock
Incentive  Plan for the Year 2004 No. 4.  The Compensation Committee may, in its
discretion,  increase  the  number  of  shares available for issuance under this
Plan,  while  correspondingly  decreasing  the  number  of  shares available for
issuance  under  The  Jackson Rivers Company's Employee Stock Incentive Plan for
the  Year  2004  No.  4.

     12.  Adjustments;  Change  of  Control.
          ---------------------------------

          (a)  In  the  event  that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any  other  relevant  provisions  of  this Plan to reflect any such Transaction.

          (b)  If  the shares of the Common Stock credited to the Deferred Stock
Accounts  are  converted  pursuant  to  Paragraph  12(a)  into  another  form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.

          (c)  In lieu of the adjustment contemplated by Paragraph 12(a), in the
event  of  a  Change  of  Control,  the following shall occur on the date of the
Change  of Control (i) the shares of the Common Stock held in each Participant's
Deferred  Stock  Account  shall be deemed to be issued and outstanding as of the
Change  of Control; (ii) the Company shall forthwith deliver to each Participant
who  has  a  Deferred Stock Account all of the shares of the Common Stock or any
other property held in such Participant's Deferred Stock Account; and (iii) this
Plan  shall  be  terminated.

          (d)  For  purposes  of  this Plan, Change of Control shall mean any of
the  following  events:

               (i)  The  acquisition  by any individual, entity or group (within
the  meaning  of  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  (a


                                        4

"Person")  of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 40 percent or more of either (1) the then outstanding
shares  of  the  Common  Stock  of  the Company (the "Outstanding Company Common
Stock"),  or (2) the combined voting power of then outstanding voting securities
of  the  Company  entitled  to  vote generally in the election of directors (the
"Outstanding  Company Voting Securities"); provided, however, that the following
acquisitions  shall  not  constitute  a  Change  of  Control (A) any acquisition
directly from the Company (excluding an acquisition by virtue of the exercise of
a  conversion  privilege  unless  the  security  being  so  converted was itself
acquired directly from the Company), (B) any acquisition by the Company, (C) any
acquisition  by  any  employee  benefit  plan  (or  related  trust) sponsored or
maintained  by  the  Company or any corporation controlled by the Company or (D)
any  acquisition  by  any  corporation  pursuant  to a reorganization, merger or
consolidation,  if,  following such reorganization, merger or consolidation, the
conditions  described  in  clauses  (A),  (B) and (C) of paragraph (iii) of this
Paragraph  12(d)  are  satisfied;  or

               (ii)  Individuals  who,  as  of  the  date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of  proxies  or  consents  by  or on behalf of a Person other than the Board; or

               (iii)  Approval  by  the  stockholders  of  the  Company  of  a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless,
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or
consolidation;  or

               (iv)  Approval  by  the  stockholders  of  the  Company  of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock


                                        5

or Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly  or  indirectly,  20 percent or more of, respectively, then outstanding
shares of common stock of such corporation and the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the  election  of  directors,  and (C) at least a majority of the members of the
board  of  directors  of such corporation were members of the Incumbent Board at
the  time  of  the  execution  of  the  initial agreement or action of the Board
providing  for  such  sale  or  other  disposition  of  assets  of  the Company.

     13.  Administration;  Amendment  and  Termination.
          --------------------------------------------

          (a)  This  Plan shall be administered by a committee consisting of two
members  who  shall  be the current directors of the Company or senior executive
officers or other directors who are not Participants as may be designated by the
Chief  Executive  Officer  (the "Committee"), which shall have full authority to
construe  and  interpret  this  Plan,  to establish, amend and rescind rules and
regulations  relating  to  this  Plan, and to take all such actions and make all
such  determinations  in  connection  with this Plan as it may deem necessary or
desirable.

          (b)  The  Board  may  from  time  to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Florida  law  or  to  qualify
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.

     14.  Restrictions  on  Transfer.  Each Stock Option granted under this Plan
          --------------------------
shall  be transferable only by will or the laws of descent and distribution.  No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.

     15.  Term  of  Plan.  No shares of the Common Stock shall be issued, unless
          --------------
and  until  the  Directors  of the Company have approved this Plan and all other
legal  requirements have been met.  This Plan was adopted by the Board effective
September  8,  2004,  and  shall  expire  on  September  8,  2014.

     16.  Governing  Law.  This  Plan  and all actions taken thereunder shall be
          --------------
governed by, and construed in accordance with, the laws of the State of Florida.

     17.  Information to Shareholders.  The Company shall furnish to each of its
          ---------------------------
stockholders  financial  statements  of  the  Company  at  least  annually.

     18.  Miscellaneous.
          -------------

          (a)  Nothing  in this Plan shall be deemed to create any obligation on
the  part  of the Board to nominate any Director for reelection by the Company's
stockholders  or to limit the rights of the stockholders to remove any Director.

          (b)  The  Company  shall  have  the  right  to  require,  prior to the
issuance  or  delivery  of any shares of the Common Stock pursuant to this Plan,
that  a  Participant  make  arrangements  satisfactory  to the Committee for the
withholding  of  any  taxes  required  by law to be withheld with respect to the
issuance  or  delivery  of  such  shares,  including, without limitation, by the
withholding  of  shares  that  would  otherwise  be  so  issued or delivered, by
withholding  from any other payment due to the Participant, or by a cash payment
to  the  Company  by  the  Participant.


                                        6

     IN  WITNESS  WHEREOF, this Plan has been executed effective as of September
8,  2004.


                                        THE JACKSON RIVERS COMPANY


                                        By /s/ Dennis N. Lauzon
                                           -------------------------------------
                                            Dennis N. Lauzon, President


                                        7