ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                          OF THE JACKSON RIVERS COMPANY

     Pursuant to the provisions of Section 607.0602 of the Florida Statutes, The
Jackson  Rivers  Company,  a  Florida  profit  corporation  adopts the following
Articles  of  Amendment  to  its  Articles  of  Incorporation:

     FIRST.  The  Amendment  adopted.  Article  V  of  the Company's Articles of
Incorporation,  as previously amended, is hereby amended to read in its entirety
as  follows:

     4.2     There  is  hereby  designated a series of the preferred stock to be
called  the  "Series  B  Preferred Stock" to consist of 10,000,000 shares and to
have  the  following  terms:

     1.     Dividends.  Except  as  provided  herein, the holders of outstanding
            ---------
shares of the Series B Preferred Stock shall be entitled to receive cash, stock,
or  other  property,  as  dividends  when,  as,  and if declared by the Board of
Directors  of  the  Company.  If  shares  of the Series B Preferred Stock or the
common stock of the Company, par value $0.001 per share (the "Common Stock") are
to  be  issued  as  a dividend, any such shares shall be issued at Market Value.
"Market  Value"  for  the  Common  Stock for the purposes of this Certificate of
Designation  shall  mean  the  average  of the bid and ask prices for the Common
Stock  for the five business days preceding the declaration of a dividend by the
Board  of  Directors.  "Market Value" with respect to any shares of the Series B
Preferred Stock shall be as determined by the Board of Directors, whose decision
shall  be  final  and  binding  on  all  parties.

     2.     Redemption  Rights.  Subject to the applicable provisions of Florida
            ------------------
law,  the  Company,  at  the  option of its directors, and with the consent of a
majority of the stockholders of the Series B Preferred Stock, may at any time or
from  time  to  time  redeem  the  whole or any part of the outstanding Series B
Preferred  Stock.  Any  such redemption shall be pro rata with respect to all of
the  holders of the Series B Preferred Stock.  Upon redemption the Company shall
pay  for  each  share  redeemed the amount of $0.001 per share, payable in cash.
Such  redemption  shall  be  on  an  all-or-nothing  basis.

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series B Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal office of the Company is located.  Such notice shall state
the  date fixed for redemption and the redemption price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series B Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the redemption
price.  If  less  than  all  the  shares  represented  by  any  such surrendered
certificate  are  redeemed,  a  new certificate shall be issued representing the
unredeemed shares.  If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
B  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease  and determine, except only the right of the holders to
receive  the  redemption  price  without  interest  upon  surrender  of  their
certificates  therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series B Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute  full  payment  of  the  shares  to


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their  holders,  and  from and after the date of the deposit the shares shall no
longer  be  outstanding  and  the holders thereof shall cease to be stockholders
with  respect  to  such  shares,  and  shall have no rights with respect thereto
except  the  right  to  receive  from  the  bank or trust company payment of the
redemption  price  of  the  shares without interest, upon the surrender of their
certificates  therefor.  Any interest accrued on any funds so deposited shall be
the property of, and paid to, the Company.  If the holders of Series B Preferred
Stock  so called for redemption shall not, at the end of six years from the date
fixed  for redemption thereof, have claimed any funds so deposited, such bank or
trust  company shall thereupon pay over to the Company such unclaimed funds, and
such bank or trust company shall thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  redemption  price.

     3.     Liquidation Rights.  Upon the dissolution, liquidation or winding up
            ------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series B Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company  the sum of $0.001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on the Common Stock, or
any  other  class of capital stock of the Company ranking junior to the Series B
Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the Company into or with any other corporation, or the merger
or consolidation of any other corporation into or with the Company, shall not be
deemed  a  dissolution, liquidation or winding up, voluntary or involuntary, for
purposes  of  this  Paragraph  3.

          (b)     After  the  payment  to  the holders of shares of the Series B
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 3 for
shares  of  the  Series B Preferred Stock, the holders of the Series B Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders of the Series B Preferred Stock upon dissolution,
liquidation  or  winding  up of the Company shall be insufficient to pay in full
all  amounts to which such holders are entitled pursuant to this Paragraph 3, no
distribution  shall  be  made  on  account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series B
Preferred Stock, if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of the
Series  B  Preferred  Stock,  ratably,  in  proportion  to the full distributive
amounts  for  which  holders of all such parity shares are respectively entitled
upon  such  dissolution,  liquidation  or  winding  up.

     4.     Conversion  of Series B Preferred Stock.  At any time, the holder of
            ---------------------------------------
shares  of  the  Series B Preferred Stock shall have the right, at such holder's
option,  to  convert  any  number of shares of the Series B Preferred Stock into
shares of the Common Stock.  Such right to convert shall commence as of the date
the  shares  of  such  Series  B  Preferred Stock are issued to such holder (the
"Issue  Date")  and  shall  continue  thereafter  for a period of 10 years, such
period  ending on the 10th anniversary of the Issue Date.  In the event that the
holder of the Series B Preferred Stock elects to convert such shares into Common
Stock,  the  holder  shall have 60 days from the date of such notice in which to
tender  his  shares  of  Series  B  Preferred  Stock  to  the Company.  Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

          (a)     Conversion  Price.  Subject  to adjustment as provided herein,
                  -----------------
each  share  of the Series B Preferred Stock shall be convertible into shares of
the  Common Stock in accordance with the Per Share Conversion Price as specified
herein.  As  used  herein,  the "Per Share Conversion Price" means 80 percent of
the  OTCBB,  (or such other exchange or market on which the Common Stock is then
listed, if the Common Stock is not listed on the OTCBB) five-day average closing
bid price for each share of the Common Stock for the five days prior to the date
of the conversion.  The number of underlying shares of the Common Stock issuable
upon any conversion hereunder shall be calculated by dividing the product of the
number  of  shares of the Series B Preferred Stock to be converted multiplied by
the  par  value  of  the  Series B Preferred Stock ($0.001 per share) by the Per
Share  Conversion  Price.  Notwithstanding  anything  contained  herein  to  the
contrary,  as  the  result  of  any  such conversion, the holder of the Series B
Preferred  Stock  may  not  hold  more  than  4.99  percent  of  the  issued and
outstanding  shares  of  the  Common Stock, in the aggregate, following any such
conversion.


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          (b)     Adjustment of Conversion  Price for Dilution and Other Events.
                  -------------------------------------------------------------
In  order  to prevent dilution of the rights granted to the holders of shares of
the Series B Preferred Stock, the Conversion Price will be subject to adjustment
from  time  to  time  as  follows:

               (i)     Adjustment  of  Conversion  Price  upon  Subdivision  or
                       ------------------------------------------------------
Combination  of  the  Common  Stock.  If  the Company at any time subdivides the
-----------------------------------
Common Stock (by any stock split, stock dividend, recapitalization or otherwise)
into  a  greater  number  of  shares, the Conversion Price in effect immediately
prior  to  such  subdivision will be proportionately reduced.  If the Company at
any  time  combines  the  Common  Stock  (by combination, reverse stock split or
otherwise)  into  a  smaller  number  of  shares, the Conversion Price in effect
immediately  prior  to  such  combination  will  be  proportionately  increased.

               (ii)     Reorganization, Reclassification, Consolidation, Merger,
                        --------------------------------------------------------
or Sale.  Any recapitalization, reorganization, reclassification, consolidation,
-------
merger,  or  other  similar  transaction  which  is  effected in such a way that
holders  of  the  Common  Stock are entitled to receive (either directly or upon
subsequent  liquidation)  stock,  securities  or  assets  with  respect to or in
exchange  for  the  Common  Stock  is referred to herein as an "Organic Change."
Prior  to  the  consummation  of  any  Organic  Change,  the  Company  will make
appropriate  provision,  in  form and substance satisfactory to the holders of a
majority  of  the  outstanding shares of the Series B Preferred Stock, to ensure
that  each  of  the  holders  of  shares  of  the  Series B Preferred Stock will
thereafter  have  the right to acquire and receive in lieu of or in addition to,
as  the  case  may  be,  the  shares of the Common Stock immediately theretofore
acquirable  and  receivable  upon  the  conversion  of  such  holder's  Series B
Preferred  Stock, such shares of stock, securities or assets as may be issued or
payable  with  respect  to or in exchange for the number of shares of the Common
Stock  immediately  theretofore acquirable and receivable upon the conversion of
such holder's shares of the Series B Preferred Stock had such Organic Change not
taken  place.  In any such case, the Company will make appropriate provision, in
form  and substance satisfactory to the holders of a majority of the outstanding
shares of the Series B Preferred Stock, with respect to such holders' rights and
interests  to  ensure  that  the provisions of this paragraph and paragraph 4(c)
below  will  thereafter  be  applicable  to  the  Series B Preferred Stock.  The
Company  will  not effect any such consolidation or  merger, unless prior to the
consummation  thereof  the successor entity resulting from such consolidation or
merger,  if  other than the Company, assumes, by written instrument, in form and
substance satisfactory to the holders of a majority of the outstanding shares of
the Series B Preferred Stock, the obligation to deliver to each holder of shares
of  the  Series B Preferred Stock such shares of stock, securities or assets as,
in accordance with the foregoing provisions, that such holder may be entitled to
acquire.

               (iii)     Notices.  Immediately  upon  any  adjustment  of  the
                         -------
Conversion  Price,  the  Company  will give written notice of such adjustment to
each  holder  of  shares  of  the  Series  B  Preferred  Stock, setting forth in
reasonable  detail  and  certifying  the  calculation  of  such adjustment.  The
Company  will  give  written  notice  to  each  holder of shares of the Series B
Preferred  Stock  at least 20 days prior to the date on which the Company closes
its  books  or  takes a record with respect to any dividend or distribution upon
the  Common Stock, or with respect to any pro rata subscription offer to holders
of  the  Common Stock.  The Company will also give written notice to each holder
of  shares of the Series B Preferred Stock at least 20 days prior to the date on
which  any  Organic  Change,  dissolution  or  liquidation  will  take  place.

          (c)     Purchase Rights.  If at any time the Company grants, issues or
                  ---------------
sells any options, convertible securities or rights to purchase stock, warrants,
securities  or other property pro rata to the record holders of the Common Stock
(the  "Purchase  Rights"),  then each holder of shares of the Series B Preferred
Stock  will  be  entitled to acquire, upon the terms applicable to such Purchase
Rights,  the  aggregate Purchase Rights which such holder could have acquired if
such  holder  had  held the number of shares of the Common Stock acquirable upon
complete  conversion  of  the  holder's  shares  of the Series B Preferred Stock
immediately  before  the date on which a record is taken for the grant, issuance
or  sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of the Common Stock are to be determined for the grant,
issue  or  sale  of  such  Purchase  Rights.

          (d)     Mechanics  of  Conversion.  To  convert shares of the Series B
                  -------------------------
Preferred  Stock  into  full  shares  of  the  Common  Stock  on  any  date (the
"Conversion  Date"),  the  holder  thereof  shall  (i)  deliver  or  transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Pacific Time,
on  the  Conversion Date, a copy of a fully executed notice of conversion in the
form  attached  hereto  as  Attachment  A  (the  "Conversion  Notice"), and (ii)
                            -------------


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surrender to a common carrier for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares of the Series B Preferred Stock being converted, or an
indemnification undertaking with respect to such shares in the case of the loss,
theft  or  destruction  thereof,  and the originally executed Conversion Notice.
Upon  receipt  by  the  Company  of a facsimile copy of a Conversion Notice, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion  Notice  to  such holder.  Within five business days of the Company's
receipt  of the originally executed Conversion Notice and the holder's Preferred
Stock  Certificate(s), the Company shall issue and surrender to a common carrier
for  overnight  delivery to the address as specified in the Conversion Notice, a
certificate,  registered  in  the  name  of  the holder or its designee, for the
number  of  shares  of  the  Common  Stock  to  which  the  holder  is entitled.

          (e)     Record  Holder.  The  person  or  persons  entitled to receive
                  --------------
shares  of  the  Common Stock issuable upon conversion of shares of the Series B
Preferred  Stock  shall  be  treated  for  all  purposes as the record holder or
holders  of  such  shares  of  the  Common  Stock  on  the  Conversion  Date.

          (f)     Fractional Shares.  The Company shall not be required to issue
                  -----------------
any  fraction of a share of the Common Stock upon any conversion.  All shares of
the  Common Stock, including fractions thereof, issuable upon conversion of more
than  one share of the Series B Preferred Stock shall be aggregated for purposes
of determining whether the conversion would result in the issuance of a fraction
of  a share of the Common Stock.  If, after such aggregation, the issuance would
result  in  the  issuance  of  a  fraction  of it share of the Common Stock, the
Company  shall  round such fraction of a share of the Common Stock up or down to
the  nearest  whole  share.

          (g)     Reissuance  of  Certificates.  In the event of a conversion of
                  ----------------------------
less  than  all  of  the shares of the Series B Preferred Stock represented by a
particular  Preferred  Stock Certificate, the Company shall promptly cause to be
issued and delivered to the holder of such Series B Preferred Stock a new Series
B  Preferred Stock Certificate representing the remaining shares of the Series B
Preferred  Stock  which  were  not  corrected.

     5.     Reservation  of  Shares.  The  Company  shall, so long as any of the
            -----------------------
shares  of  the  Series  B  Preferred  Stock  are  outstanding, reserve and keep
available  out of its authorized and unissued shares of the Common Stock, solely
for  the  purpose  of  effecting  the  conversion  of the shares of the Series B
Preferred  Stock, the number of shares of the Common Stock as shall from time to
time  be sufficient to affect the conversion of all of the outstanding shares of
the  Series  B  Preferred  Stock.

     6.     Preferred  Status.  The  rights  of  the  shares of the Common Stock
            -----------------
shall  be  subject  to  the preferences and relative rights of the shares of the
Series  B  Preferred Stock.  Without the prior written consent of the holders of
not  less  than  two-thirds  (2/3)  of  the  outstanding  shares of the Series B
Preferred  Stock,  the Company shall not hereafter authorize or issue additional
or  other  capital  stock  that  is of senior or equal rank to the shares of the
Series  B  Preferred Stock in respect of the preferences as to distributions and
payments  upon  the  liquidation,  dissolution  and  winding  up  of the Company
described  in  Paragraph  3  above.

     7.     Restriction  on  Dividends.  If any shares of the Series B Preferred
            --------------------------
Stock  are outstanding, the Company shall not, without the prior written consent
of  the holders of not less than two-thirds (2/3) of the then outstanding shares
of the Series B Preferred Stock, directly or indirectly declare, pay or make any
dividends  or other distributions upon any of the Common Stock.  Notwithstanding
the  foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as  the  Company  simultaneously  pays  each  holder  of  shares of the Series B
Preferred  Stock  an  amount  in cash equal to the amount such holder would have
received  had  all  of such holder's shares of the Series B Preferred Stock been
converted  to shares of the Common Stock on the business day prior to the record
date  for  any  such  dividend.

     8.     Vote  to  Change the Terms of the Series B Preferred Stock.  Without
            ----------------------------------------------------------
the  prior  written  consent of the holders of not less than two-thirds (2/3) of
the  outstanding  shares  of the Series B Preferred Stock, the Company shall not
amend,  alter, change or repeal any of the powers, designations, preferences and
rights  of  the  Series  B  Preferred  Stock.

     9.     Lost  or  Stolen  Certificates.  Upon  receipt  by  the  Company  of
            ------------------------------
evidence  satisfactory  to  the  Company  of  the  loss,  theft,  destruction or
mutilation  of  any  Preferred  Stock  Certificates  representing  shares of the


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<PAGE>
Series B Preferred Stock, and, in the case of loss, theft or destruction, of any
indemnification  undertaking or bond, in the Company's discretion, by the holder
to  the  Company and, in the case of mutilation, upon surrender and cancellation
of the Preferred Stock Certificate(s), the Company shall execute and deliver new
Series  B  Preferred  Stock  Certificate(s)  of  like  tenor and date; provided,
however, the Company shall not be obligated to re-issue Series B Preferred Stock
Certificates  if  the  holder  thereof contemporaneously requests the Company to
convert  such  shares  of  the  Series  B Preferred Stock into the Common Stock.

     10.     Voting.  The  holders of the Series B Preferred Stock shall have no
             ------
voting  rights  on  any  matter submitted to the shareholders of the Company for
their vote, waiver, release or other action, or be considered in connection with
the  establishment of a quorum, except as may otherwise be expressly required by
law  or  by  the  applicable  stock  exchange  rules.

     SECOND.  The  date  of  the  Amendment  is  October  13,  2004.

     THIRD.  The  Amendment was duly adopted by the sole Director of the Company
without  shareholder  action  and  shareholder  action  was  not  required.

     Signed this 13th day of October, 2004.

                                             THE JACKSON RIVERS COMPANY



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


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                                  ATTACHMENT A
                           THE JACKSON RIVERS COMPANY
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation  Establishing  Series  B  Preferred  Stock  of  The  Jackson  Rivers
Company, the undersigned hereby elects to convert the number of shares of Series
B  Preferred  Stock,  par  value $0.001 per share, of The Jackson Rivers Company
(the  "Company"),  indicated  below  into  shares of the Common Stock, par value
$0.001  per  share  (the "Common Stock"), of the Company, by tendering the stock
certificate(s)  representing  the  share(s)  of  the  Series  B  Preferred Stock
specified  below  as  of  the  date  specified  below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned upon conversion of shares of the Series B Preferred Stock may not be
sold,  pledged, hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to  it that
registration is not required.  A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued  upon  any  conversion  of  the  shares  of the Series B Preferred Stock:

     THE  SECURITIES  REPRESENTED  BY  THIS  INSTRUMENT  OR  DOCUMENT  HAVE
     BEEN  ACQUIRED  FOR  INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR THE SECURITIES LAW OF ANY
     STATE.  WITHOUT  SUCH  REGISTRATION,  SUCH SECURITIES MAY NOT BE SOLD,
     PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO
     THE  COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
     REGISTRATION  IS  NOT  REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
     THE  COMPANY  OF  SUCH  OTHER  EVIDENCE  AS MAY BE SATISFACTORY TO THE
     COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
     OF  THE  SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY
     STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

Date  of  Conversion:____________________________

Number  of  shares  of  the  Series  B  Preferred  Stock  to  be  converted:
_________________________________________________

Stock  certificate  no(s).  of  the shares of the Series B Preferred Stock to be
converted:
_______________________________

Conversion  Price:_________________________________________

Number  of  shares  of  the  Common  Stock  to  be  issued:
___________________________________________________________

Name  in  which  shares  of  the  Common  Stock  are  to  be  issued:
________________________________________________


________________________________________________
Signature


________________________________________________
Printed  Name  and  Address


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