AMENDED LLC INTEREST PURCHASE AGREEMENT


     THIS AGREEMENT is made as of the 24th day of February, 2004, by and between
MULTITRADE  TECHNOLOGIES  LLC,  a  limited liability company organized under the
laws  of  New  York  ("MTT"),  JOE  KHAN,  an  individual, as the sole owner and
principal  of  MTT  ("Khan"),  JACKSON  RIVERS  TECHNOLOGIES,  INC.,  a  Nevada
corporation  ("JRT"),  and  THE  JACKSON  RIVERS  COMPANY, a Florida corporation
("JRC").  Khan  and  MTT  are  herein  sometimes collectively referred to as the
"Sellers."

     WHEREAS, Khan owns 100 percent of the limited liability company interest in
MTT;  and

     WHEREAS, JRT is a wholly-owned subsidiary of JRC; and

     WHEREAS,  Khan  desires to transfer all of his right, title and interest in
MTT  to  JRT  in  exchange for 20,000,000 shares of the common stock of JRC, par
value  $0.001  per  share  (the "JRC Common Stock") as hereinafter provided; and

     WHEREAS,  JRC  desires  that  JRT  acquire  all  of Khan's right, title and
interest  in  MTT  from Khan in exchange for 20,000,000 shares of the JRC Common
Stock,  valued  at  approximately  $1,000,000;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  agree  as  follows:

     1.   The  LLC  Interest  Purchase.  Upon  the  terms  and  subject  to  the
          ----------------------------
conditions  set  forth  in this Agreement Khan shall exchange, sell, assign, and
transfer to JRT at the closing of this Agreement (the "Closing"), free and clear
of all liens and encumbrances, and JRT shall accept from Khan at the Closing all
of Khan's right, title and interest in and to the interest owned by Khan in MTT.
In consideration therefor, JRC shall deliver to Khan once they become available,
20,000,000  shares  of  JRC Common Stock valued at approximately $1,000,000.  In
that  regard,  JRC  shall  amend  its  articles  of  incorporation  as  soon  as
practicable  to  provide  for  sufficient shares to issue the shares due to Khan
hereunder.

     2.   Restrictive  Legend.  All  shares  of  the  JRC  Common  Stock  to  be
          -------------------
delivered  to  Khan  hereunder  shall  be  issued  pursuant to an exemption from
registration  under  Section 4(2) of the Securities Act of 1933, as amended (the
"Securities  Act"), inasmuch such shares to be issued to Khan will be issued for
investment purposes without a view to distribution.  In addition, Khan will have
had access to information concerning JRC and its business prospects, as required
by  the  Securities  Act.  Furthermore, there will be no general solicitation or
advertising  for  the  purchase of the shares of the JRC Common Stock covered by
this  Agreement.  The  securities  are  to  be  issued  to  Khan  after thorough
discussions  that  comprise  less than 35 Non-Accredited Investors as defined in
the  Securities Act.  Finally, JRC's stock transfer agent will be instructed not
to  transfer any of such shares, unless such shares are registered for resale or
there  is  an  exemption  with  respect  to  their  transfer.

     All  shares of the JRC Common Stock to be delivered to Khan hereunder shall
bear  a  restrictive  legend  in  substantially  the  following  form:

     "THE  SHARES  OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR  ANY  STATE  SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN
MAY  BE  OFFERED,  SOLD,  PLEDGED,  ASSIGNED  OR  OTHERWISE TRANSFERRED UNLESS A
REGISTRATION  STATEMENT  WITH  RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT  AND  ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT."

     3.   Tax  Treatment.  The  receipt of the JRC Common Stock by Khan will not
          --------------
be  taxable, while the acquisition of the MTT limited liability company interest
by  JRT  will  qualify  as  a  "B"  type reorganization under Section 368 of the
Internal  Revenue  Code of 1986, as amended.  In order to ensure compliance with
said  provisions,


                                        1
<PAGE>
the  parties  agree  to take whatever steps may be necessary, including, but not
limited  to,  the  amendment  of  this  Agreement.

     4.   Representations and Warranties of the Sellers.  Where a representation
          ---------------------------------------------
contained  in  this  Agreement  is  qualified  by the phrase "to the best of the
Sellers'  knowledge"  (or  words of similar import), such expression means that,
after having conducted a due diligence review, the Sellers believe the statement
to  be  true,  accurate, and complete in all material respects.  Knowledge shall
not  be  imputed  nor shall it include any matters which such person should have
known  or  should  have  been  reasonably  expected  to have known.  The Sellers
represent  and  warrant  to  JRC  and  JRT  as  follows:

          (a)  Power  and  Authority.  The Sellers have full power and authority
               ---------------------
to  execute,  deliver,  and  perform  this  Agreement  and all other agreements,
certificates  or  documents  to  be delivered in connection herewith, including,
without  limitation,  the  other  agreements,  certificates  and  documents
contemplated  hereby  (collectively  the  "Other  Agreements").

          (b)  Binding Effect.  Upon execution and delivery by the Sellers, this
               --------------
Agreement  and  the  Other Agreements shall be and constitute the valid, binding
and  legal  obligations  of  the  Sellers,  enforceable  against  the Sellers in
accordance  with  the  terms  hereof  and  thereof, except as the enforceability
hereof or thereof may be subject to the effect of (i) any applicable bankruptcy,
insolvency,  reorganization, moratorium or similar laws relating to or affecting
creditors'  rights  generally, and (ii) general principles of equity (regardless
of  whether  such  enforceability  is considered in a proceeding in equity or at
law).

          (c)  Effect.  Neither  the execution and delivery of this Agreement or
               ------
the  Other  Agreements  nor full performance by the Sellers of their obligations
hereunder  or thereunder will violate or breach, or otherwise constitute or give
rise  to  a  default  under,  the  terms  or  provisions  of  the Certificate of
Formation,  or  the  Limited  Liability  Company Agreement of MTT or, subject to
obtaining  any  and all necessary consents, of any contract, commitment or other
obligation  of  MTT  or  necessary  for  the  operation  of  MTT's business (the
"Business") following the Closing or any other material contract, commitment, or
other obligation to which MTT is a party, or create or result in the creation of
any  encumbrance  on any of the property of MTT.  MTT is not in violation of its
Certificate  of Formation, or the Limited Liability Company Agreement, or of any
indebtedness,  mortgage,  contract,  lease,  or  other  agreement or commitment.

          (d)  No  Contracts, Arrangements, Understandings or Relationships With
               -----------------------------------------------------------------
Respect  to  Securities  of JRC.  There  are  no  contracts,  arrangements,
-------------------------------
understandings or relationships (legal or otherwise) among any of the parties to
this Agreement, or any other person with respect to any other securities of JRC,
including  but  not  limited  to transfer or voting of any of securities of JRC,
finder's  fees,  joint  ventures,  loan  or  option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of  proxies,  naming  the  persons  with  whom  such  contracts,  arrangements,
understandings  or  relationships  have  been  entered  into.

          (e)  No  Consents.  No  consent,  approval  or  authorization  of,  or
               ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by the Sellers prior to the Closing to
authorize  the  execution,  delivery  and  performance  by  the  Sellers of this
Agreement  or  the  Other  Agreements.

          (f)  Stock  Ownership.  Khan  has good, absolute, and marketable title
               ----------------
to  100  percent  of  the  issued and outstanding interest in MTT.  Khan has the
complete  and  unrestricted  right,  power  and  authority  to  cause  the sale,
transfer, and assignment of the interest in MTT pursuant to this Agreement.  The
delivery  of  the interest in MTT to JRT as herein contemplated will vest in JRT
good,  absolute and marketable title to the interest in MTT as described herein,
free  and  clear  of  all liens, claims, encumbrances, and restrictions of every
kind,  except  those  restrictions imposed by applicable securities laws or this
Agreement.

          (g)  Organization  and  Standing of MTT.  MTT  is a duly organized and
               ----------------------------------
validly  existing  New York limited liability company in good standing, with all
requisite  corporate  power  and authority to carry on the Business as presently
conducted.  MTT  has  not  qualified  to  do business in any other jurisdiction.


                                        2
<PAGE>
          (h)  No  Subsidiaries.  MTT  has  no  subsidiaries.
               ----------------

          (i)  Capitalization.  There  are  no  outstanding  options, contracts,
               --------------
commitments,  warrants,  preemptive  rights,  agreements  or  any  rights of any
character affecting or relating in any manner to the issuance of the MTT limited
liability  interests  or other securities or entitling anyone to acquire the MTT
limited  liability  interests  or  other  securities  of  MTT.

          (j)  Liabilities and Assets.  Except  as  set forth on Attachment A to
               ----------------------                            ------------
this  Agreement,  MTT  does not have any liabilities.  The assets of MTT are set
forth  on  Attachment  B  to  this  Agreement.
           -------------

          (k)  Present  Status.  Since  January  31,  2004,  MTT  has  not:  (i)
               ---------------
incurred  any  material  obligations or material liabilities, absolute, accrued,
contingent,  or  otherwise;  (ii)  discharged  or  satisfied  any  liens  or
encumbrances,  or  paid any obligations or liabilities, except current Financial
Statement liabilities and current liabilities incurred since the dates reflected
on  the  Financial  Statement, in each case, in the ordinary course of business;
(iii)  declared  or made any stockholder payment or distribution or purchased or
redeemed  any  of its securities or agreed to do so; (iv) waived any rights of a
material  value;  or (v) entered into any transaction other than in the ordinary
course  of  business.

          (l)  Litigation.  Other  than  as  reflected  on Attachment C attached
               ----------                                  ------------
hereto and incorporated herein by reference for all purposes, there are no legal
actions,  suits,  arbitrations,  or  other  legal,  administrative  or  other
governmental  proceedings pending or threatened against MTT, and the Sellers are
not  aware  of any facts which to their knowledge may result in any such action,
suit,  arbitration,  or  other  proceeding.

          (m)  No Employees.  As of the date of this Agreement as well as at the
               ------------
Closing, MTT does not have and will not have any employees.

          (n)  Compliance  with  Law  and  Other  Instruments.  The business and
               ----------------------------------------------
operations  of  MTT  have  been  and  are being conducted in accordance with all
applicable laws, rules and regulations of all authorities, except those which do
not  (either  individually  or in the aggregate) materially and adversely affect
MTT.

          (o)  Contracts.  Except as disclosed by documents presented to JRT and
               ---------
JRC  prior  to  the  Closing  and expressly accepted by JRT and JRC prior to the
Closing,  MTT  is not a party to, or otherwise bound by any: (i) written or oral
contract;  (ii) employment or consultant contract not terminable at will without
cost  or  other  liability;  (iii)  labor  union contracts; (iv) bonus, pension,
profit sharing, retirement, share purchase, stock option, hospitalization, group
insurance,  or  similar employee benefit plan; (v) any real or personal property
lease, as lessor or lessee; (vi) advertising or public relations contract; (vii)
purchase, supply or service contract, which cannot be terminated without cost or
expense to MTT if such termination occurs with less than 30 days' notice; (viii)
deed  of trust, mortgage, conditional sales contract, security agreement, pledge
agreement,  trust  receipt, or any other agreement or arrangement whereby any of
the assets or property of MTT is subject to a lien, encumbrance, charge or other
restriction except such as shall be satisfied prior to the Closing; (ix) license
agreement,  whether as licensee or licensor; (x) contract or agreement involving
any  expenditure  by MTT of more than $500.00 in the aggregate; (xi) contract or
agreement  which  MTT  cannot terminate by giving less than 30 days' notice; and
(xii)  contract  to  be performed in whole or in part more than 90 days from the
date  thereof  and  which cannot be terminated without cost or liability to MTT.

     Other  than  as  disclosed on Attachment D attached hereto and incorporated
                                   ------------
herein  by reference for all purposes, to the best of the Sellers' knowledge and
belief,  MTT  has  in  all  respects  performed  all  obligations required to be
performed  to  date,  and is not in material default in any respect under any of
the  contracts,  agreements, leases, documents, or other commitments to which it
is a party or otherwise bound or affected. All parties having material contracts
with  MTT  are in material compliance therewith, and are not in material default
thereunder.

          (p)  Records.  The  books  of  account  and  minute  books  of MTT are
               -------
complete  and correct, and reflect all those transactions involving its business
which  properly  should  have  been  set  forth  in  such  books.


                                        3
<PAGE>
          (q)  Absence  of  Certain Changes or Events.  Since February 15, 2004,
               --------------------------------------
there  has  not  been  any  change  in  or  any event or condition (financial or
otherwise) affecting the property, assets, liabilities, operations, or prospects
of MTT, other than changes in the ordinary course of its business, none of which
has  (either  when  taken  by itself or taken in conjunction with all other such
changes)  been  materially  adverse.

          (r)  The  Sellers'  Representations  and Warranties True and Complete.
               ----------------------------------------------------------------
All  representations  and  warranties  of  the Sellers in this Agreement and the
Other  Agreements are true, accurate and complete in all material respects as of
the  Closing.

          (s)  No Knowledge of JRT's or  JRC's  Default.  The  Sellers  have  no
               ----------------------------------------
knowledge that any of JRT's or JRC's representations and warranties contained in
this  Agreement  or the Other Agreements are untrue, inaccurate or incomplete or
that  JRT or JRC are in default under any term or provision of this Agreement or
the  Other  Agreements.

          (t)  No  Untrue  Statements.  No  representation  or  warranty  by the
               ----------------------
Sellers  in  this  Agreement  or  in  any  writing  furnished or to be furnished
pursuant  hereto,  contains  or  will contain any untrue statement of a material
fact,  or  omits,  or  will omit to state any material fact required to make the
statements  herein  or  therein  contained  not  misleading.

          (u)  Reliance.  The  foregoing representations and warranties are made
               --------
by  the  Sellers with the knowledge and expectation that JRT and JRC are placing
complete  reliance  thereon.

     5.   Representations and Warranties of JRT and JRC.  Where a representation
          ---------------------------------------------
contained  in this Agreement is qualified by the phrase "to the best of JRT's or
JRC's knowledge" (or words of similar import), such expression means that, after
having  conducted  a due diligence review, the principals of JRT and JRC believe
the  statement  to  be  true,  accurate,  and complete in all material respects.
Knowledge  shall  not  be  imputed  nor  shall it include any matters which such
person  should have known or should have been reasonably expected to have known.
JRT  and  JRC  hereby  represent  and  warrant  to  the  Sellers  as  follows:

          (a)  Power  and  Authority.  JRT and JRC have full power and authority
               ---------------------
to execute, deliver and perform this Agreement and the Other Agreements.

          (b)  Binding Effect.  Upon execution and delivery by JRT and JRC, this
               --------------
Agreement  and  the  Other Agreements shall be and constitute the valid, binding
and  legal  obligations  of  JRT  and  JRC  enforceable  against  JRT and JRC in
accordance with the terms hereof or thereof, except as the enforceability hereof
and  thereof  may  be  subject  to  the effect of (i) any applicable bankruptcy,
insolvency,  reorganization, moratorium or similar laws relating to or affecting
creditors'  rights  generally, and (ii) general principles of equity (regardless
of  whether  such  enforceability  is considered in a proceeding in equity or at
law).

          (c)  No  Consents.  No  consent,  approval  or  authorization  of,  or
               ------------
registration,  declaration  or  filing  with any third party, including, but not
limited  to,  any  governmental  department,  agency,  commission  or  other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by JRT and JRC prior to the Closing to
authorize  the  execution,  delivery  and  performance  by  JRT  and JRC of this
Agreement  or  the  Other  Agreements.

          (d)  No  Contracts, Arrangements, Understandings or Relationships With
               -----------------------------------------------------------------
Respect  to  Securities  of JRC.  There  are  no  contracts,  arrangements,
-------------------------------
understandings or relationships (legal or otherwise) among any of the parties to
this Agreement, or any other person with respect to any other securities of JRC,
including  but  not  limited  to transfer or voting of any of securities of JRC,
finder's  fees,  joint  ventures,  loan  or  option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of  proxies,  naming  the  persons  with  whom  such  contracts,  arrangements,
understandings  or  relationships  have  been  entered  into.

          (e)  JRT's and JRC's Representations and Warranties True and Complete.
               ----------------------------------------------------------------
All  representations  and  warranties  of  JRT and JRC in this Agreement and the
Other  Agreements are true, accurate and complete in all material respects as of
the  Closing.


                                        4
<PAGE>
          (f)  No  Knowledge  of  the  Sellers'  Default.  JRT  and  JRC have no
               -----------------------------------------
knowledge  that  any of the Sellers' representations and warranties contained in
this  Agreement  is  untrue, inaccurate or incomplete in any respect or that the
Sellers  are  in  default  under  any term or provision of this Agreement or the
Other  Agreements.

          (g)  No  Untrue  Statements.  No representation or warranty by JRT and
               ----------------------
JRC  in  this  Agreement or in any writing furnished or to be furnished pursuant
hereto,  contains  or  will  contain any untrue statement of a material fact, or
omits,  or  will omit to state any material fact required to make the statements
herein  or  therein  contained  not  misleading.

          (h)  Reliance.  The  foregoing representations and warranties are made
               --------
by  JRT  and JRC with the knowledge and expectation that the Sellers are placing
complete  reliance  thereon.

     6.   Actions  of MTT  Pending  the Closing. The Sellers agree that from the
          -------------------------------------
date  hereof  through  the  Closing:

          (a)  Operations.  The Sellers will use their best efforts to cause MTT
               ----------
to  (i)  be  operated  in keeping with its customary practices and in compliance
with  all  applicable  laws,  rules  and regulations; and (ii) not engage in any
transaction  or  make  any  commitment  or  expenditure.

          (b)  No  Change  in  Corporate Charter.  No change will be made in the
               ---------------------------------
Certificate  of  Formation  or  the  Limited Liability Company Agreement of MTT,
except as may be first approved in writing by JRT and JRC.

          (c)  No  Change  in Interest. No change will be made in the authorized
               -----------------------
or  issued  limited  liability  interest  in  MTT, including the issuance of any
bonds,  notes,  or  other  securities.

          (d)  No  Default.  MTT  shall timely pay and/or not suffer any default
               -----------
with  respect  to  any  of its contracts, commitments or obligations.  MTT shall
also continue to pay as they become due all accounts payable of MTT.

          (e)  No  Contracts.  No contract or commitment will be entered into by
               -------------
or  on  behalf  of  MTT.

          (f)  No Liabilities.  MTT shall not incur any obligation or liability,
               --------------
except as may be first approved in writing by JRT and JRC.

          (g)  Access to Records.  The Sellers shall cause MTT to afford JRT and
               -----------------
JRC  access,  during  normal  business hours, to all of its business operations,
properties,  books,  files,  and  records, and will cooperate in JRT's and JRC's
examination thereof.  No such examination, however, shall constitute a waiver or
relinquishment  by  JRT  and  JRC  of  their  right  to  rely  upon the Sellers'
covenants,  representations,  and  warranties  made  herein  or pursuant hereto.
Until  the  Closing  hereunder  or  the termination of this Agreement, whichever
shall occur first, and after the termination of this Agreement in the event this
Agreement does not close, JRT and JRC will hold in confidence all information so
obtained  by  JRT  and  JRC  as  a  result  of  such  examination.

          (h)  Compliance.  The  Sellers  shall  cause  MTT and its officers and
               ----------
employees to comply with all applicable provisions of this Agreement.

     7.   Conditions Precedent to Obligations of JRT and JRC. All obligations of
          --------------------------------------------------
JRT  and JRC under this Agreement are subject to the fulfillment, prior to or at
the  Closing,  of  the  following  conditions:

          (a)  Representations  and  Warranties  True  at  the Closing.   The
               -------------------------------------------------------
representations  and  warranties  of  the Sellers herein shall be deemed to have
been  made again as of the Closing, and then be true and correct, subject to any
changes contemplated by this Agreement.  The Sellers shall have performed all of
the  obligations  to  be performed by them hereunder on or prior to the Closing.

          (b)  Proof  of Authority.  JRT's and JRC's counsel shall have received
               -------------------
evidence  reasonably  sufficient  to  such  counsel  that  the  Sellers have all
requisite  authorizations  necessary  for  consummation  by  the  Sellers


                                        5
<PAGE>
of  the  transactions  contemplated  hereby,  and there has not been issued, and
there  is  not  in  effect, any injunction or similar legal order prohibiting or
restraining  consummation of any of the transactions herein contemplated, and no
legal or governmental action, proceeding or investigation which might reasonably
be  expected  to  result  in  any  such  injunction  or  order  is  pending.

          (c)  Deliveries  at  the Closing.  The Sellers shall have delivered to
               ---------------------------
JRT  and  JRC  at  the  Closing  all  of  the documents required to be delivered
hereunder.

          (d)  Certification.  The  Sellers  shall have delivered to JRT and JRC
               -------------
at  the  Closing  a certificate dated as of the Closing executed by the Sellers,
certifying  that  the conditions specified in subparagraphs (a), (b), and (c) of
this  Paragraph  7  have  been  fulfilled.

          (e)  Resignations  of  Directors and Officers.  The Sellers shall have
               ----------------------------------------
delivered  to JRT and JRC at the Closing, the written resignations of all of the
directors  and  officers, or members and managers, of MTT, as may be applicable.

          (f)  Status  of Litigation.  With respect to any matters affecting MTT
               ---------------------
and in litigation as described in Attachment C, JRT and JRC shall have the right
                                  ------------
to make an independent review of such matters.  If JRT and JRC are not satisfied
with  such  review,  then  JRT  and  JRC shall have the option to terminate this
Agreement  pursuant  to  the  terms  of  this  Paragraph  7.

          (g)  Corporate  Records, etc.  The Sellers shall have delivered to JRT
               -----------------------
and JRC the originals of the Certificate of Formation, Limited Liability Company
Agreement, minute books, and other corporate governance materials used since the
inception  of  MTT.

          (h)  Other  Matters.  All  corporate and other proceedings and actions
               --------------
taken  in  connection  with  the  transactions  contemplated  hereby  and  all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  JRT  and  JRC  and  their  counsel, whose approval shall not be unreasonably
withheld.

          (i)  MTT-Kisnet  Agreement.  All necessary actions have been taken and
               ---------------------
all  necessary  approvals  have  been  obtained  by Khan and/or MTT prior to the
Closing  in  order  to  ensure that all of the rights and obligations of MTT and
Kisnet  Corporation,  Inc.  under  the  KISNET-MTT  STEPS Distribution Agreement
continue  without  any  modification  or  interruption immediately following the
Closing.

          (j)  Non-Competition  Agreement.  JRT and Khan shall have entered into
               ---------------------------
a  non-competition  agreement  for a period of one year following the Closing in
the  form  described  in  Attachment  E  hereto.
                          -------------

     8.   Conditions  Precedent  to Obligations of the Sellers.  All obligations
          ----------------------------------------------------
of  the Sellers under this Agreement are subject to the fulfillment, prior to or
at  the  Closing,  of  the  following  conditions:

          (a)  Representations  and  Warranties  True  at  Closing.  The
               ---------------------------------------------------
representations  and  warranties  of  JRT and JRC herein shall be deemed to have
been  made  again  at  the Closing, and then be true and correct, subject to any
changes contemplated by this Agreement.  JRT and JRC shall have performed all of
the  obligations  to  be  performed  by JRT and JRC hereunder on or prior to the
Closing.

          (b)  Proof  of  Authority.  The  Sellers'  counsel shall have received
               --------------------
evidence  reasonably  sufficient  to  such  counsel  that  JRT  and  JRC has all
requisite  authorizations  necessary  for  consummation  by  JRT  and JRC of the
transactions  contemplated  hereby,  and there has not been issued, and there is
not  in effect, any injunction or similar legal order prohibiting or restraining
consummation  of  any  of  the transactions herein contemplated, and no legal or
governmental  action,  proceeding  or  investigation  that  might  reasonably be
expected  to  result  in  any  such  injunction  or  order  is  pending.


                                        6
<PAGE>
          (c)  Certification.  JRT  and  JRC shall have delivered to the Sellers
               -------------
at the Closing a certificate dated as of the applicable closing, executed by the
President and Secretary of JRT and JRC, certifying that the conditions specified
in subparagraphs (a) and (b) of this Paragraph 8 have been fulfilled.

          (d)  No  Orders.  There  has  not  been  issued,  and  there is not in
               ----------
effect,  any  injunction  or  similar  legal  order  prohibiting  or restraining
consummation  of  any  of  the transactions herein contemplated, and no legal or
governmental  action,  proceeding  or  investigation  which  might reasonably be
expected to result in any such injunction or order is pending.

          (e)  Other  Matters.  All  corporate and other proceedings and actions
               --------------
taken  in  connection  with  the  transactions  contemplated  hereby  and  all
certificates,  opinions,  agreements, instruments and documents mentioned herein
or  incident to any such transaction shall be satisfactory in form and substance
to  the  Sellers  and  their  counsel,  whose approval shall not be unreasonably
withheld.

     9.   The  Nature and Survival of Representations, Covenants and Warranties.
          ---------------------------------------------------------------------
All  statements  and facts contained in any memorandum, certificate, instrument,
or  other  document  delivered  by  or  on  behalf  of  the  parties  hereto for
information  or  reliance  pursuant  to  this  Agreement,  shall  be  deemed
representations,  covenants  and  warranties  by  the  parties hereto under this
Agreement.  All  representations,  covenants and warranties of the parties shall
survive  the  Closing  and all inspections, examinations, or audits on behalf of
the  parties,  shall  expire  one  year  following  the  Closing.

     10.  Indemnification  by  the  Sellers.  The Sellers agree to indemnify and
          ---------------------------------
hold  harmless  JRT and JRC and/or MTT against and in respect to all damages (as
hereinafter  defined)  in  excess  of  $500.00.  Damages,  as  used herein shall
include  any  claim,  salary,  wage,  action,  tax, demand, loss, cost, expense,
liability  (joint  or  several),  penalty,  and other damage, including, without
limitation,  counsel  fees  and  other costs and expenses reasonably incurred in
investigating  or  attempting  to  avoid same or in opposition to the imposition
thereof,  or  in  enforcing  this indemnity, resulting to JRT and JRC and/or MTT
from  any  inaccurate  representation  made by or on behalf of the Sellers in or
pursuant to this Agreement, breach of any of the warranties made by or on behalf
of  the  Sellers  in  or pursuant to this Agreement, or breach or default in the
performance  by  the  Sellers  of any of the obligations to be performed by them
hereunder.  Hereunder,  JRT  and JRC shall determine whether JRT and JRC, MTT or
JRT  and JRC and MTT are entitled to be indemnified and such determination shall
be  binding  on  the  Sellers.

     Notwithstanding  the  scope  of the Sellers' representations and warranties
herein,  or  of  any individual representation or warranty, or any disclosure to
JRT and JRC herein or pursuant hereto, or the definition of damages contained in
the  preceding sentence, or JRT's and JRC's knowledge of any fact or facts at or
prior  to  the  Closing, damages shall also include: all debts, liabilities, and
obligations  of any nature whatsoever (whether absolute, accrued, contingent, or
otherwise,  and  whether due or to become due) of MTT, as of the date hereof not
reflected  in  the Financial Statement or any other exhibit furnished hereunder,
whether  known  or unknown by the Sellers; all claims, actions, demands, losses,
costs,  expenses,  and  liabilities resulting from any litigation from causes of
action  arising  prior  to  the  Closing  hereunder  involving MTT or any owners
thereof  other  than  the  Sellers, whether or not disclosed to JRT and JRC; all
claims,  actions,  demands,  losses,  costs, expenses, liabilities and penalties
resulting  from  (i)  MTT's  infringement or claimed infringement upon or acting
adversely  to  the rights or claimed rights of any person under or in respect to
any  copyrights,  trademarks, trademark rights, patents, patent rights or patent
licenses;  or (ii) any claim or pending or threatened action with respect to the
matters  described  in  clause (i); all claims, actions, demands, losses, costs,
expenses,  liabilities  or penalties resulting from MTT's failure in any respect
to  perform  any  obligation  required  by it to be performed at or prior to the
effective date hereof or at or prior to the Closing, or by reason of any default
of  MTT,  at  the  effective  date  hereof  or  at the Closing, under any of the
contracts,  agreements, leases, documents, or other commitments to which it is a
party  or  otherwise  bound  or  affected;  and  all losses, costs, and expenses
(including without limitation all fees and disbursements of counsel) relating to
damages.

     Khan  shall  reimburse and/or pay in the form of up to 10,000,000 shares of
JRC  Common  Stock on behalf of JRT and JRC and/or MTT on demand for any payment
made  or  required  to  be  made by JRT and JRC and/or MTT at any time after the
Closing  based  upon  the  judgment  of  any  court of competent jurisdiction or
pursuant  to a bona fide compromise or settlement of claims, demands or actions,
in  respect to the damages to which the foregoing indemnity relates. JRT and JRC
shall give, or JRT and JRC shall cause MTT to give Khan written notice within 30


                                        7
<PAGE>
days  after  notification of any litigation threatened or instituted against MTT
which  might constitute the basis of a claim for indemnity by JRT and JRC and/or
MTT  against  Khan.

     Notwithstanding  anything  contained in this Agreement to the contrary, the
right to indemnification described in this paragraph shall expire one year after
the  Closing  hereunder,  except  in the case of the proven fraud by the Sellers
hereunder  as determined by a court of competent jurisdiction in connection with
any such claim for indemnification, in which event such right to indemnification
shall  expire  one  year  after  the  discovery  of  such  fraud.

     11.  Indemnification by JRT  and  JRC.  JRT  and JRC agree to indemnify and
          --------------------------------
hold  harmless the Sellers against and in respect to all damages (as hereinafter
defined) in excess of $500.00.  Damages, as used herein shall include any claim,
salary,  wage,  action,  tax,  demand,  loss, cost, expense, liability (joint or
several), penalty, and other damage, including, without limitation, counsel fees
and  other costs and expenses reasonably incurred in investigating or attempting
to  avoid  same or in opposition to the imposition thereof, or in enforcing this
indemnity,  resulting  to the Sellers from any inaccurate representation made by
or  on  behalf of JRT and JRC in or pursuant to this Agreement, breach of any of
the  warranties  made  by  or  on  behalf  of JRT and JRC in or pursuant to this
Agreement,  or breach or default in the performance by JRT and JRC of any of the
obligations  to  be  performed  by  them  hereunder.

     JRT  and JRC shall reimburse and/or pay on behalf of Khan on demand for any
payment  made or required to be made by Khan at any time after the Closing based
upon  the  judgment of any court of competent jurisdiction or pursuant to a bona
fide  compromise  or settlement of claims, demands or actions, in respect to the
damages  to  which  the  foregoing  indemnity  relates.

     Notwithstanding  anything  contained in this Agreement to the contrary, the
right to indemnification described in this paragraph shall expire one year after
the  Closing  hereunder,  except  in the case of the proven fraud by JRT and JRC
hereunder  as determined by a court of competent jurisdiction in connection with
any such claim for indemnification, in which event such right to indemnification
shall  expire  one  year  after  the  discovery  of  such  fraud.

     12.  Records  of MTT. For a period of five years following the Closing, the
          ---------------
books  of  account  and  records  of  MTT pertaining to all periods prior to the
Closing shall be available for inspection by Khan for use in connection with tax
audits.

     13.  Default  by JRT  and  JRC. If the Sellers do not default hereunder and
          -------------------------
JRT  and JRC default hereunder and fail to pay to the Sellers any portion of the
purchase  price for the MTT interest as described herein, the Sellers may assert
any remedy, including specific performance, which the Sellers may have by reason
of  any  such  default.  From  and  after  the Closing, subject to the terms and
provisions  hereof,  in  the event of a breach by any party of the terms of this
Agreement or any obligation of a party which survives the Closing hereunder, the
non-defaulting  party may assert any remedy, either at law or in equity to which
such  non-defaulting  party  may  be  entitled.

     14.  Default  by  the Sellers.  If JRT and JRC do not default hereunder and
          ------------------------
the Sellers default hereunder, JRT and JRC may elect to terminate this Agreement
as  well  as  any other agreement executed by JRT and JRC in connection with the
transactions  contemplated  by  this Agreement, including but not limited to any
independent  nondisclosure  agreement  or  any  other  independent  agreements,
whereupon  no  party shall be liable to the others hereunder, or JRT and JRC may
assert any remedy, including specific performance, which JRT and JRC may have by
reason  of any such default of the Sellers.  From and after the Closing, subject
to the terms and provisions hereof, in the event of a breach by any party of the
terms  of this Agreement or any obligation of a party which survives the Closing
hereunder,  the  non-defaulting party may assert any remedy, either at law or in
equity,  to  which  such  non-defaulting  party  may  be  entitled.

     15.  Termination.  In  the event of the termination of this Agreement prior
          -----------
to  the  Closing,  no party shall have any obligation to any other in connection
herewith  or in connection with any other documents which may have been executed
by  any  party  with  respect to the transactions contemplated by this Agreement
whether  or  not  such  documents  are  described  herein.


                                        8
<PAGE>
     16.  Cooperation.  JRT and JRC and the Sellers will each cooperate with the
          -----------
other, at the other's request and expense, in furnishing information, testimony,
and  other assistance in connection with any actions, proceedings, arrangements,
disputes  with  other  persons  or  governmental  inquiries  or  investigations
involving  the  Sellers'  or  JRT's  and  JRC's  conduct  of the Business or the
transactions  contemplated  hereby.

     17.  Further  Conveyances  and Assurances.  After the Closing, Khan and JRT
          ------------------------------------
and JRC, each, will, without further cost or expense to, or consideration of any
nature  from  the  other,  execute  and  deliver,  or  cause  to be executed and
delivered,  to  the  other,  such  additional  documentation  and instruments of
transfer  and  conveyance,  and will take such other and further actions, as the
other  may reasonably request as more completely to sell, transfer and assign to
and  fully  vest  in JRT and JRC ownership of MTT interest and to consummate the
transactions  contemplated  hereby.

     18.  Deliveries  at  the  Closing  by  the  Sellers.  At  the  Closing:
          ----------------------------------------------

          (a)  Khan  shall  deliver  to JRT certificates representing all of the
interests  in  MTT,  duly  endorsed  in  favor  of  JRT.

          (b)  The  Sellers  shall  deliver  the proof of authority described in
Paragraph  7(b)  hereof.

          (c)  The  Sellers  shall  deliver  the  certification  described  in
Paragraph  7(d)  hereof.

          (d)  The  Sellers  shall  deliver  the  resignations  of  all  of  the
directors  and  officers  of  MTT.

          (e)  Khan  shall  deliver  the  Non-Competition Agreement described in
Paragraph  7(l)  hereof.

          (f)  Khan  shall  deliver  the  corporate  records  of  MTT.

          (g)  The  Sellers  shall  deliver  any  other  document  which  may be
necessary  to  carry  out  the  intent  of  this  Agreement.

     All  documents  reflecting  any actions taken, received or delivered by the
Sellers  pursuant  to this Paragraph 18 shall be reasonably satisfactory in form
and  substance  to  JRT  and  JRC  and  their  counsel.

     19.  Deliveries  at  the Closing by JRT and JRC. At the Closing JRT and JRC
          ------------------------------------------
shall  deliver  to  Khan:

          (a)  The  obligation  by  JRC  to  issue  certificates  representing
20,000,000  shares  of  the  JRC  Common  Stock,  as  soon as such shares become
available  after  the  amendment  to  the articles of incorporation of JRC, duly
endorsed in favor of Khan free and clear of all liens, claims, encumbrances, and
restrictions of every kind, except those imposed by the Securities Act and other
applicable  securities  laws.

          (b)  The  proof  of  authority  described  in  Paragraph  8(b) hereof.

          (c)  The  certification  described  in  Paragraph  8(c)  hereof.

          (d)  JRT  shall  deliver  the  Non-Competition  Agreement described in
Paragraph  7(l)  hereof.

          (e)  JRT  and  JRC  shall  deliver  any  other  document  which may be
necessary  to  carry  out  the  intent  of  this  Agreement.

     All  documents  reflecting  any actions taken, received or delivered by JRT
and  JRC  pursuant to this Paragraph 20 shall be reasonably satisfactory in form
and  substance  to  the  Sellers  and  their  counsel.

     20.  No  Assignment.  This  Agreement  shall not be assignable by any party
          --------------
without  the  prior written consent of the other parties, which consent shall be
subject  to  such  parties'  sole,  absolute  and  unfettered  discretion.


                                        9
<PAGE>
     21.  Additional  Agreement.  Following  the  Closing, Dennis Lauzon will be
          ---------------------
elected  the  Chairman of the Board of JRT, responsible for sales and marketing,
and  Khan  will  be  elected  as  a  member of the board and President and Chief
Executive  Officer  of  JRT,  responsible  for  product  delivery  and strategic
alliances.

     22.  Brokerage.  The  Sellers  and  JRT and JRC agree to indemnify and hold
          ---------
harmless each other against, and in respect of, any claim for brokerage or other
commissions relative to this Agreement, or the transactions contemplated hereby,
based  in  any way on agreements, arrangements, understandings or contracts made
by  either  party  with  a  third  party  or  parties  whatsoever.

     23.  Attorney's Fees.  In the event that it should become necessary for any
          ---------------
party entitled hereunder to bring suit against any other party to this Agreement
for enforcement of the covenants contained in this Agreement, the parties hereby
covenant and agree that the party or parties who are found to be in violation of
said covenants shall also be liable for all reasonable attorney's fees and costs
of court incurred by the other party or parties that bring suit.

     24.  Benefit.  All  the  terms  and  provisions  of this Agreement shall be
          -------
binding  upon  and  inure  to  the  benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

     25.  Construction.  Words  of  any  gender  used in this Agreement shall be
          ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

     26.  Waiver.  No  course  of dealing on the part of any party hereto or its
          ------
agents, or any failure or delay by any such party with respect to exercising any
right,  power  or privilege of such party under this Agreement or any instrument
referred  to herein shall operate as a waiver thereof, and any single or partial
exercise  of  any  such  right,  power or privilege shall not preclude any later
exercise  thereof  or  any  exercise  of  any  other  right,  power or privilege
hereunder  or  thereunder.

     27.  Cumulative  Rights.  The  rights  and remedies of any party under this
          ------------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     28.  Invalidity.  In  the event any one or more of the provisions contained
          ----------
in  this  Agreement  or  in  any  instrument  referred  to herein or executed in
connection  herewith  shall,  for  any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     29.  Time  of  the  Essence.  Time  is  of  the  essence of this Agreement.
          ----------------------

     30.  Multiple  Counterparts.  This Agreement may be executed in one or more
          ----------------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     31.  Controlling Agreement.  In the event of any conflict between the terms
          ---------------------
of  this  Agreement  or exhibits referred to herein, the terms of this Agreement
shall  control.

     32.  Law  Governing.  This Agreement shall be construed and governed by the
          --------------
laws  of  the  State  of New York, and all obligations hereunder shall be deemed
performable  in  Pleasantville,  New  York.

     33.  Republication  and Ratification.  The Sellers and JRT hereto do hereby
          -------------------------------
republish  and  ratify  this  Agreement  as  amended  hereby.

     34.  Entire  Agreement.  This instrument and the attachments hereto contain
          -----------------
the  entire understanding of the parties and may not be changed orally, but only
by  an instrument in writing signed by the party against whom enforcement of any
waiver,  change,  modification,  extension,  or  discharge  is  sought.


                                       10
<PAGE>
     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  in  multiple
counterparts on the date first written above.


                              ------------------------------------
                              JOE  KHAN

                              MULTITRADE  TECHNOLOGIES  LLC


                              By
                                ----------------------------------
                                Joe  Khan,  Managing  Partner

                              JACKSON  RIVERS  TECHNOLOGIES


                              By
                                ----------------------------------
                                Dennis  Lauzon,  President

                              THE  JACKSON  RIVERS  COMPANY


                              By
                                ----------------------------------
                                Dennis  Lauzon,  President


Attachments:
-----------
Attachment A     Liabilities of MTT
Attachment B     Acquired Assets
Attachment C     Litigation
Attachment D     Contracts of MTT which are in Default
Attachment E     Non-Competition Agreement between JRT and Joe Khan


                                       11
<PAGE>
                                  ATTACHMENT A
                               LIABILITIES OF MTT




                                      NONE.




<PAGE>
                                  ATTACHMENT B
                                  ASSETS OF MTT




KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR "STRAIGHT THROUGH ENTERPRISE
                              PROCESSING SOLUTION"
                                    (OR STEPS)




<PAGE>
                                  ATTACHMENT C
                                   LITIGATION




                                      NONE.




<PAGE>
                                  ATTACHMENT D
                      CONTRACTS OF MTT WHICH ARE IN DEFAULT




                                      NONE.




<PAGE>
                                  ATTACHMENT E
                            NON-COMPETITION AGREEMENT

     THIS  AGREEMENT is made this 24th day of February, 2004, by and between JOE
KHAN  ("Khan"),  and  JACKSON RIVERS TECHNOLOGIES, a Florida corporation, having
its principal place of business in Buffalo, New York (the "Company").

     WHEREAS, this Agreement is being entered into pursuant to the provisions of
that  certain  LLC  Interest  Purchase  Agreement dated February 24, 2004 by and
between  Khan,  Multitrade  Technologies  LLC  ("MTT") and the Company (the "LLC
Interest  Purchase  Agreement");  and

     WHEREAS,  the  execution  and  delivery  of  this Agreement by Khan and the
Company  is  a  condition  precedent  to  the  consummation  of the transactions
contemplated  in  the  LLC  Interest  Purchase  Agreement;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  do  hereby  agree as follows:

     1.     Payment  toKhan.  Contemporaneously  with the execution and delivery
            ---------------
of  this  Agreement,  and  in  full  and final payment of all obligations of the
Company  to  Khan  hereunder,  there  has  been  paid  to  Khan  the  sum  of
$_________________, the receipt and sufficiency of which are hereby acknowledged
by  Khan.

     2.     Covenant Not to Compete.  It is recognized by Khan that the Acquired
            -----------------------
Business of MTT pursuant to the LLC Interest Purchase Agreement, and the Company
and  its  affiliated corporations that provide similar products and services are
and will continue to be international in scope and that geographical limitations
on the below described covenant not to compete and the non-solicitation covenant
are  therefore not appropriate.  Consequently, for a period of one year from the
date  hereof,  on  a  world-wide  basis,  Khan  shall  not:

          (a)  Canvas,  solicit,  or  accept  any business for any other person,
partnership,  firm,  corporation  or other legal entity from any present or past
customer  of MTT or the Company, in connection with any business the same as the
Acquired  Business  of  MTT  and the Business of the Company on the date of this
Agreement.

          (b)  Give  any  other  person, partnership, firm, corporation or other
legal  entity  the right to canvas, solicit or accept any business for any other
business, from any present or past customer of MTT or the Company, in connection
with  any  business the same as the Acquired Business of MTT and the Business of
the  Company  on  the  date  of  this  Agreement.

          (c)  Directly  or  indirectly  request  or advise any past, present or
future  customer  of the Company to withdraw, curtail or cancel its business for
any  other business, from any present or past customer of MTT or the Company, in
connection  with  any  business the same as the Acquired Business of MTT and the
Business  of  the  Company  on  the  date  of  this  Agreement.

          (d)  Directly or indirectly disclose to any other person, partnership,
firm,  corporation  or  other  legal entity the names of past, present or future
customers of MTT or the Company, in connection with any business the same as the
Acquired  Business  of  MTT  and the Business of the Company on the date of this
Agreement.

          (e)  Directly  or  indirectly  induce,  or  attempt  to  influence any
employee  of  the  Company  to  terminate  his  employment.

          (f)  Without  the  written  consent  of  the  Company,  directly  or
indirectly  employ  or  attempt  to  employ any person, who, on the date of this
Agreement or at any time during the two years before the date of this Agreement,
is  or  was  an  employee  the  Company,  whether  full  or  part-time.

          (g)  Directly  or indirectly own, manage, operate, join or participate
in,  or  be connected as an officer, director, stockholder, employee, partner or


                                        1
<PAGE>
otherwise  with  any  business under any name similar to Multitrade Technologies
LLC  in connection with the Acquired Business, or the name of the Company or any
of  its  affiliated  corporations,  except  as  may  otherwise  be  specifically
authorized  by  the  Company  in  writing.

          (h)  Directly  or indirectly compete with, or become interested in any
competitor  of  the Company in any business the same as the Acquired Business of
MTT  and  the  Business  of  the  Company  on  the  date  of  this  Agreement.

     As used herein, the "Acquired Business" as it relates to MTT shall include,
but  not  be  limited  to  the  _________________

     As  used  herein,  the  "Business of the Company" shall include, but not be
limited to the business of the Company and The Jackson Rivers Company, Inc., the
parent  company  of the Company, and its affiliated corporations, as well as the
_________________________

     This  covenant  on  the  part  of  Khan  shall be construed as an agreement
independent  of  any  other provision of this Agreement and the existence of any
claim or cause of action by Khan against the Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company  of  this  covenant.

     3.     Remedies  for  Breach.  If  Khan  commits  a breach, or threatens to
            ---------------------
commit  a  breach, of any of the provisions of this Agreement, the Company shall
have the following rights and remedies, in addition to any others, each of which
shall  be  independent  of  the  other  and  severally  enforceable:

          (a)  The  right  to have the provisions of this Agreement specifically
enforced  by  any  court  having  equity jurisdiction, it being acknowledged and
agreed  that  any such breach or threatened breach will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the
Company;  and

          (b)  The  right and remedy to require Khan to account for and pay over
to the Company all compensation, profits, monies, accruals, increments, or other
benefits  (the  "Benefits")  derived  or  received  by  Khan  as a result of any
transactions  constituting  a breach of any of the provisions of this Agreement,
Khan agreeing to account for and pay over the Benefits as provided above.

     4.     Confidentiality.  All  information  relating  to  the  business  and
            ---------------
affairs  of  the  Company  shall  be  treated  as  Confidential  Information, as
hereinafter defined, by Khan both during and after the term hereof.  Except with
the  prior  approval  of  the  Company,  Huff  shall  not  disclose  any  of the
Confidential  Information  at any time to any person except authorized personnel
of  the  Company and its affiliated corporations.  All data, records and written
material  prepared  or  compiled  by  Huff  or furnished to Huff during the term
hereof shall be the sole and exclusive property of the Company, and none of such
data, records or written materials, or copies thereof, shall be retained by Huff
after  the  term  of  this  Agreement.

     As  used  herein,  the  term  "Confidential  Information" includes, without
limitation,  information  and  knowledge  pertaining  to  products,  inventions,
innovations,  designs,  ideas,  plans,  trade  secrets, proprietary information,
manufacturing,  packaging,  advertising,  distribution  and  sales  methods  and
systems,  sales and profit figures, customer and client lists, and relationships
between  the  Company and its affiliated corporations and dealers, distributors,
customers,  clients, suppliers and others who have had or will have had business
dealings  with  the  Company  and  its  affiliated  corporations.  The  term
"Confidential  Information"  does  not  include  information  which  (a) becomes
generally  available  to the public through no wrongful act on the part of Huff,
(b) can be shown to have been previously available to Huff on a non confidential
basis  prior  to  its disclosure to Huff by the Company, or its representatives,
(c)  becomes  available  to Huff on a non confidential basis from a source other
than  the  Company or its representatives, or (d) is required to be disclosed by
order  of  a  court  of  competent  jurisdiction.

     5.     Controlling  Agreement.  In  the  event  of any conflict between the
            ----------------------
terms  of  this  Agreement, or the LLC Interest Purchase Agreement, the terms of
the  LLC  Interest  Purchase  Agreement  shall  control.


                                        2
<PAGE>
     6.     Construction.  Words  of  any gender used in this Agreement shall be
            ------------
held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.  In addition, the pronouns used in this Agreement shall be understood
and  construed  to  apply  whether  the  party  referred  to  is  an individual,
partnership,  joint  venture,  corporation or an individual or individuals doing
business  under  a  firm  or  trade name, and the masculine, feminine and neuter
pronouns  shall  each include the other and may be used interchangeably with the
same  meaning.

     7.     Waiver.  No course of dealing on the part of any party hereto or its
            ------
agents, or any failure or delay by any such party with respect to exercising any
right,  power  or privilege of such party under this Agreement or any instrument
referred  to herein shall operate as a waiver thereof, and any single or partial
exercise  of  any  such  right,  power or privilege shall not preclude any later
exercise  thereof  or  any  exercise  of  any  other  right,  power or privilege
hereunder  or  thereunder.

     8.     Cumulative  Rights.  The rights and remedies of any party under this
            ------------------
Agreement and the instruments executed or to be executed in connection herewith,
or  any of them, shall be cumulative and the exercise or partial exercise of any
such  right  or  remedy  shall  not  preclude the exercise of any other right or
remedy.

     9.     Invalidity.  In  the  event  any  one  or  more  of  the  provisions
            ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     10.     Headings.  The  headings used in this Agreement are for convenience
             --------
and  reference  only and in no way define, limit, simplify or describe the scope
or  intent  of this Agreement, and in no way effect or constitute a part of this
Agreement.

     11.     Excusable  Delay.  None of the parties hereto shall be obligated to
             ----------------
perform  and none shall be deemed to be in default hereunder, if the performance
of  a  non-monetary  obligation  is  prevented  by  the occurrence of any of the
following,  other  than  as  the  result of the financial inability of the party
obligated  to  perform:  acts  of  God,  strikes,  lock-outs,  other  industrial
disturbances,  acts  of  terrorists,  acts  of  a public enemy, wars or war-like
action  (whether actual, impending or expected and whether de jure or de facto),
arrest  or  other  restraint  of  governmental  (civil  or  military) blockades,
insurrections,  riots,  epidemics,  landslides,  lightning,  earthquakes, fires,
hurricanes,  storms,  floods,  washouts,  sink  holes,  civil  disturbances,
explosions,  breakage  or  accident  to  equipment or machinery, confiscation or
seizure  by  any  government of public authority, nuclear reaction or radiation,
radioactive  contamination  or  other  causes,  whether  of  the  kind  herein
enumerated,  or  otherwise,  that  are  not reasonably within the control of the
party claiming the right to delay performance on account of such occurrence.

     12.     No Third-Party Beneficiary.  Any agreement to pay an amount and any
             --------------------------
assumption  of liability herein contained, express or implied, shall be only for
the  benefit  of  the  undersigned  parties  and their respective successors and
permitted  assigns  (as  herein  expressly  permitted),  and such agreements and
assumptions  shall  not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be deemed to be a third-party beneficiary of this Agreement.

     13.     Law  Governing.  This  Agreement shall be construed and governed by
             --------------
the  laws  of  the State of Texas, and all obligations hereunder shall be deemed
performable  in  ________  County,  New  York.

     14.     Mediation and Arbitration.  All disputes arising or related to this
             -------------------------
Agreement  must  exclusively  be  resolved  first  by  mediation with a mediator
selected  by  the  parties, with such mediation to be held in Pleasantville, New
York.  If  such  mediation  fails,  then  any  such dispute shall be resolved by
binding  arbitration  under  the  Commercial  Arbitration  Rules of the American
Arbitration  Association  in  effect  at  the  time  the  arbitration proceeding
commences, except that (a) Texas law and the Federal Arbitration Act must govern
construction  and  effect,  (b)  the  locale  of  any  arbitration  must  be  in
Pleasantville,  New  York,  and  (c)  the arbitrator must with the award provide
written  findings  of  fact  and  conclusions of law.  Any party may seek from a
court  of competent jurisdiction any provisional remedy that may be necessary to
protect  its  rights  or  assets  pending the selection of the arbitrator or the
arbitrator's  determination  of  the merits of the controversy.  The exercise of
such  arbitration  rights  by  any  party  will not preclude the exercise of any
self-help remedies (including without limitation, setoff rights) or the exercise
of  any non-judicial foreclosure rights.  An arbitration award may be entered in
any  court  having  jurisdiction.


                                        3
<PAGE>
     15.     Attorneys'  Fees.  In the event that it should become necessary for
             ----------------
any  party  entitled hereunder to bring suit (including, but not limited to, any
mediation or arbitration) against the other party to this Agreement for a breach
of  this  Agreement, the parties hereby covenant and agree that the party who is
found  to be in breach of this Agreement shall also be liable for all reasonable
attorneys'  fees  and  costs  of  court  incurred by the other party.  Provided,
however,  in  the event that there has been no breach of this Agreement, whether
or  not  the  transactions contemplated hereby are consummated, each party shall
bear  its  own  costs  and  expenses (including any fees or disbursements of its
counsel,  accountants,  brokers,  investment  bankers,  and  finder's  fees.

     16.     Assignment.  This  Agreement shall be binding upon and inure to the
             ----------
benefit  of  the  successors  of  each  of  the parties hereto, but shall not be
assignable by either party without the prior written consent of the other party,
which  consent  shall  be  subject to such party's sole, absolute and unfettered
discretion.

     17.     Notices.  All  notices, requests, demands, and other communications
             -------
hereunder  shall be in writing and delivered personally or sent by registered or
certified  United States mail, return receipt requested with postage prepaid, by
facsimile,  or  by  e-mail,  if to Khan, addressed to Mr. Joe Khan at 42 Orchard
Hill  Road,  Katonah,  NY,  10536,  telecopier  914-232-1117,  and  e-mail
joe.khan@kisnet.com;  and  if  to the Company, addressed to Mr. Dennis Lauzon at
Jackson  Rivers  Technologies,  17-19  Marble  Avenue,  Pleasantville,  New York
10570,  telecopier (914) 232-3475, and e-mail dlauzon@aol.com.  Any party hereto
may  change  its address upon 10 days' written notice to any other party hereto.

     18.     Multiple  Counterparts.  This  Agreement  may be executed in one or
             ----------------------
more  counterparts,  each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     19.     Entire Agreement.  This instrument contains the entire Agreement of
             ----------------
the  parties  with  respect to the subject matter hereof, and may not be changed
orally,  but  only  by an instrument in writing signed by the party against whom
enforcement  of  any  waiver,  change,  modification, extension, or discharge is
sought.

     IN  WITNESS  WHEREOF,  this  Agreement  has been executed on the date first
written  above.



                                    -------------------------------------------
                                    JOE KHAN

                                    JACKSON RIVERS TECHNOLOGIES



                                    By
                                      -----------------------------------------
                                      Dennis Lauzon, President


                                        4
<PAGE>