EXHIBIT
      4.1

    


    INTERACT
      HOLDINGS GROUP, INC. 

    NON-EMPLOYEE
      DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN 

    FOR
      THE
      YEARS 2006 AND 2007 

    


    as
      amended as of October 15, 2007

    


    1.
      Introduction. This Plan shall be known as the "Interact Holdings Group, Inc.
      Non-Employee Directors and Consultants Retainer Stock Plan for the Years 2006
      and 2007, as amended" and is hereinafter referred to as the "Plan." The purposes
      of this Plan are to enable Interact Holdings Group, Inc., formerly known as
      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 $0.00001 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "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
      November 22, 2006 (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.


    


    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 StockAccount 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; 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (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 50,000,000. 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 2006.
      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 2006. 

    


    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 "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 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 twomembers 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
      November 22, 2006, and shall expire on November 22, 2016. 

    


    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.
      

    


    IN
      WITNESS WHEREOF, this Plan, as amended, has been executed effective as of
      October 15, 2007. 

    


    
      	 	
              INTERACT
                HOLDINGS GROUP, INC.

            
	 	 
	 	
              By:
                 /s/
                Jeffrey W.
                Flannery                        
                

            
	 	
                     
                Jeffrey W. Flannery

            
	 	
                     
                Chief Executive Officer