AGREEMENT AND PLAN OF MERGER



            THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and

entered into as of December 1, 2005, by and among THE JACKSON RIVERS COMPANY, a

Florida corporation (the "Parent"), JKRC SUB, INC., a Texas corporation (the

"Merger Sub"), DIVERSE NETWORKS, INC., a Texas corporation (the "Company"), and

the shareholders of the Company who are signatories hereto (each, a

"Shareholder" and collectively, the "Shareholders"). Capitalized terms used in

this Agreement without definition shall have the meanings set forth or

referenced in Article XI.



                              W I T N E S S E T H:



            WHEREAS, the Shareholders are collectively the beneficial and record

owners of all of the issued and outstanding capital stock of the Company,

comprised of 5,105,000 shares of common stock, no par value per share

(collectively, the "Company Shares");



            WHEREAS, the respective Boards of Directors of the Parent, Merger

Sub, and the Company have approved the merger (the "Merger") of the Company into

Merger Sub on the terms and subject to the conditions set forth in this

Agreement, whereby each issued Company Share not owned by the Parent, Merger

Sub, or the Company shall be converted into the right to receive the Merger

Consideration (as defined in Section 2.1 below); and



            WHEREAS, the Parent, as the sole stockholder of Merger Sub, will

approve this Agreement immediately following the execution of this Agreement;



            WHEREAS, for Federal income tax purposes it is intended that the

Merger qualify as a "reorganization" within the meaning of Section 368(a) of the

Internal Revenue Code of 1986, as amended (the "Code"); and



            WHEREAS, the Parent, Merger Sub, and the Company desire to make

certain representations, warranties, covenants and agreements in connection with

the Merger and also to prescribe various conditions to the Merger;



            NOW, THEREFORE, in consideration of the mutual covenants and

agreements herein contained, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                    ARTICLE I



                                     MERGER



      1.1 The Merger. On the terms and subject to the conditions set forth in

this Agreement, and in accordance with the Texas Business Corporation Act (the

"TBCA"), the Company shall be merged with and into Merger Sub at the Effective

Time. At the Effective Time and as a result of the Merger, the separate

corporate existence of the Company shall cease and Merger Sub shall continue as

the surviving entity (the "Surviving Entity"). The Merger, the issuance of

promissory notes issued by Parent in connection with the Merger, the issuance by

the Parent of shares of preferred stock, par value $0.001 per share, of the

Parent (the "Parent Preferred Stock") in connection with the Merger (the "Share

Issuance") and the other transactions contemplated by this Agreement are

referred to in this Agreement as the "Transactions."





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      1.2 Closing. The closing (the "Closing") of the Merger shall take place at

the offices of Spectrum Law Group, 1900 Main Street, Suite 125, Irvine, CA 92614

at 10:00 a.m., Pacific Daylight Time, on the third (3rd) Business Day following

the satisfaction (or, to the extent permitted by Law, waiver by the party or

parties entitled to the benefits thereof) of the conditions set forth in

Sections 4.1 and 4.2 (other than those conditions that by their nature are to be

satisfied at the Closing, but subject to the fulfillment or waiver of those

conditions), or at such other place, time and date as shall be agreed in writing

by the Parent and the Company. The date on which the Closing occurs is referred

to in this Agreement as the "Closing Date."



      1.3 Effective Time. Prior to the Closing, the Parent shall prepare, and on

the Closing Date, the Surviving Entity shall file with the Secretary of State of

the State of Texas, a certificate of merger or other appropriate documents (in

any such case, the "Certificate of Merger") executed in accordance with the

relevant provisions of the TBCA and shall make all other filings or recordings

required under the TBCA. The Merger shall become effective at such time as the

Certificate of Merger is duly filed with such Secretary of State on the Closing

Date, or at such later time as the Parent and the Company shall agree and

specify in the Certificate of Merger (the time the Merger becomes effective

being the "Effective Time").



      1.4 Effect of the Merger. At the Effective Time, the effect of the Merger

shall be as provided herein and in the applicable provisions of the TBCA.



      1.5 Articles of Incorporation and By-laws.



            (a) The articles of incorporation of Merger Sub, as in effect

immediately prior to the Effective Time, shall be the articles of incorporation

of the Surviving Entity until thereafter changed or amended as provided therein

or by the TBCA or applicable Law.



            (b) The by-laws of Merger Sub, as in effect immediately prior to the

Effective Time, shall be the by-laws of the Surviving Entity until thereafter

changed or amended as provided therein or by applicable Law.



      1.6 Directors. The directors of the Surviving Entity shall be James E.

Nelson and Jeffrey Flannery, until the earlier of their resignation or removal

or until their respective successors are duly elected and qualified, as the case

may be.



      1.7 Officers. The officers of the Surviving Entity shall be James E.

Nelson as Chairman of the Board and Chief Operating Officer and President, until

the earlier of their resignation or removal or until their respective successors

are duly elected or appointed and qualified, as the case may be.





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                                   ARTICLE II



    EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF

                                  CERTIFICATES



      2.1 Effect on Capital Stock. At the Effective Time, by virtue of the

Merger and without any action on the part of the holder of any Company Shares or

any shares of capital stock of Merger Sub:



            (a) Capital Stock of Merger Sub. Each issued and outstanding share

of capital stock of Merger Sub shall continue to be issued and outstanding and

shall constitute the only issued and outstanding shares of the Surviving Entity.



            (b) Cancellation of Treasury Stock and Parent-Owned Stock. Each of

Company Share that is owned by the Company, Parent or Merger Sub (or any direct

or indirect wholly-owned subsidiary of Parent or Merger Sub) shall no longer be

outstanding and shall automatically be canceled and retired and shall cease to

exist, and no cash, Parent Common Stock or other consideration shall be

delivered or deliverable in exchange therefor.



            (c) Conversion of Company Shares.



                  (1) Subject to Sections 2.1(b), 2.1(d) and 2.3(e), each issued

and outstanding Company Share outstanding prior to the Effective Time shall be

converted into the right to receive , at the election of the holder thereof, one

of the following:



                        (i) for each such Company Share with respect to which an

      election to receive stock consideration (a "Stock Election") has

      effectively been made , and not revoked or lost, pursuant to Section 2.3

      (each, an "Electing Share"), the right to receive one (1) share (the

      "Exchange Ratio") of Parent Series B Preferred Stock (the "Stock

      Consideration") with substantially the rights, privileges and preferences

      set forth on Exhibit A hereto (the "Series B_Preferred Stock"); and



                        (ii) for each such Company Share other than Electing

      Shares (each, a "Non-Electing Share") the right to receive $0.21 in the

      form of a promissory note made by the Parent (the "Note Consideration")

      payable within one (1) year of the closing date, bearing interest at 8%

      per annum, with installments of principal and interest payable on a

      quarterly basis, and containing such other terms as are set forth in the

      form of promissory note attached hereto as Exhibit B (the "Note"), and

      each stockholder of the Company that holds Non-Electing Shares shall be

      deemed to have made a Note election (a "Note Election") with respect to

      such Non-Electing Shares.



                  (2) The Notes payable and the shares of the Parent's Series B

Preferred Stock to be issued, upon the conversion of Company Shares pursuant to

this Section 2.1(c), are referred to collectively as "Merger Consideration." As

of the Effective Time, all such Company Shares shall no longer be outstanding

and shall automatically be canceled and retired and shall cease to exist, and

each holder of a certificate representing any such Company Shares shall cease to

have any rights with respect thereto, except the right to receive Merger

Consideration upon surrender of such certificate in accordance with Section 2.2.





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            (d) Dissenters Rights. Notwithstanding anything in this Agreement to

the contrary, Company Shares ("Dissenter Shares") that are outstanding

immediately prior to the Effective Time and that are held by any person who is

entitled to demand and properly demands payment for such Dissenter Shares

pursuant to, and who complies in all respects with, Articles 5.12 and 5.13, et.

seq. of the TBCA (the "Dissenter Rights") shall not be converted into Merger

Consideration as provided in Section 2.1(c)(1), but rather the holders of

Dissenter Shares shall be entitled to payment for such Dissenter Shares in

accordance with the Dissenter Rights; provided, however, that if any such holder

shall fail to perfect or otherwise shall waive, withdraw or lose the right to

receive payment under the Dissenter Rights, then the right of such holder to be

paid in accordance with the Dissenter Rights shall cease and such Dissenter

Shares shall be deemed to have been converted as of the Effective Time into, and

to have become exchangeable solely for the right to receive, Merger

Consideration as provided in Section 2.1(c)(1). The Company shall serve prompt

notice to the Parent of any written notice of intent to demand payment, or any

written demand for payment, received by the Company in respect of any Company

Shares, and the Parent shall have the right to participate in and direct all

negotiations and proceedings with respect to such demands. Prior to the

Effective Time, the Company shall not, without the prior written consent of the

Parent, make any payment with respect to, or settle or offer to settle, any such

demands, or agree to do any of the foregoing.



      2.2 Exchange of Certificates.



            (a) Exchange Agent. Spectrum Law Group LLP shall serve as Exchange

Agent (the "Exchange Agent") for payment of Merger Consideration upon surrender

of certificates representing Company Shares. The Exchange Agent shall also act

as the agent for the Company's stockholders for the purpose of receiving and

holding their Forms of Election and Certificates and shall obtain no rights or

interest in such shares. Promptly following the Effective Time, Parent shall

deposit with the Exchange Agent, for the benefit of the holders of Company

Shares, for exchange in accordance with this Article II, through the Exchange

Agent: (i) certificates representing the number of shares of Parent Series B

Preferred Stock issuable and (ii) Notes representing the amount of Note

Consideration payable, in each case, pursuant to Section 2.1(c) in exchange for

outstanding Company Shares (such shares of Parent Series B Preferred Stock and

Notes being hereinafter referred to as the "Exchange Fund"). The Exchange Agent

shall, pursuant to irrevocable instructions, deliver the Merger Consideration

contemplated to be issued pursuant to Section 2.1 out of the Exchange Fund.



            (b) Exchange Procedures. As soon as practicable after the Effective

Time, the Exchange Agent, or its designee, shall mail to each holder of a

certificate or certificates (the "Certificates") that immediately prior to the

Effective Time represented outstanding shares of Company Shares whose shares

were converted into the right to receive Merger Consideration pursuant to

Section 2.1(c) who did not complete a Form of Election pursuant to Section 2.3,

(i) a letter of transmittal (which shall specify that delivery shall be effected

and risk of loss and title to the Certificates shall pass, only upon delivery of

the Certificates to the Exchange Agent and shall be in such form and have such

other provisions as Parent shall reasonably specify) and (ii) instructions for

use in effecting the surrender of the Certificates in exchange for Merger

Consideration. Upon surrender of a Certificate for cancellation to the Exchange

Agent or to such other agent or agents as may be appointed by Parent, together

with such letter of transmittal, duly executed, and such other documents as may

reasonably be required by the Exchange Agent, the holder of such Certificate

shall be entitled to receive in exchange therefore the amount of Notes, if any,

and the number of shares of Parent Series B Preferred Stock in to which the

aggregate number of Company Shares previously represented by such Certificate

shall have been converted pursuant to Section 2.1(c), and the Certificate so

surrendered shall forthwith be canceled.





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            (c) Restricted Securities. The shares of Parent Preferred Stock (and

the shares issuable upon conversion thereof) (i) shall not be registered under

the Securities Act or any state securities laws, (ii) will be offered and sold

in reliance upon exemptions provided in the Securities Act and state securities

laws for transactions not involving any public offering, and (iii) therefore,

shall constitute "restricted securities" within the meaning of the Securities

Act and cannot be resold or transferred unless they are subsequently registered

under the Securities Act and such applicable state securities laws or unless an

exemption from such registration is available.



            (d) Investment Representation Letters. On or before the Closing

Date, each of the Shareholders shall execute and deliver an Investment

Representation Letter, in the form attached hereto as Exhibit C (the "Investor

Representation Letter"), which contains certain representations designed to

confirm the availability to the Parent of the exemption from registration under

Section 4(2) of the Securities Act in connection with the issuance of the Parent

Common Stock pursuant to this Agreement. Notwithstanding anything to the

contrary in this Agreement, in the event that any Shareholder (a "Defaulting

Shareholder") is unable or fails to execute and deliver an Investor

Representation Letter in favor of the Parent, or the Parent has a reasonable

basis to believe that the representations of such Shareholder in the Investor

Representation Letter are not true and correct in any material respects, then

the Parent may in its sole and absolute discretion refuse to issue the Merger

Consideration allocable to the Defaulting Shareholder.



            (e) No Further Ownership Rights in Company Shares. The Merger

Consideration paid and/or issued in accordance with the terms of this Article II

upon conversion of any Company Shares shall be deemed to have been paid and/or

issued in full satisfaction of all rights pertaining to such Company Shares,

subject, however, to the Surviving Entity's obligation to pay any dividends or

make any other distributions with a record date prior to the Effective Time that

may have been declared or made by the Company on such Company Shares in

accordance with the terms of this Agreement or prior to the date of this

Agreement and which remain unpaid at the Effective Time, and after the Effective

Time there shall be no further registration of transfers on the stock transfer

books of the Surviving Entity of Company Shares that were outstanding

immediately prior to the Effective Time. If, after the Effective Time, any

Certificates formerly representing Company Shares are presented to the Surviving

Entity or the Exchange Agent for any reason, they shall be canceled and

exchanged as provided in this Article II.





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            (f) No Liability. None of Parent, Merger Sub or the Company or the

Exchange Agent shall be liable to any person in respect of any Merger

Consideration (or dividends or distributions with respect thereto) delivered to

a public official pursuant to any applicable abandoned property, escheat or

similar Law. If any Certificate has not been surrendered prior to five years

after the date on which the final Merger Considerationl becomes due (or

immediately prior to such earlier date on which Merger Consideration in respect

of such Certificate would otherwise escheat to or become the property of any

Governmental Entity), any such cash, shares, dividends or distributions in

respect of such Certificate shall, to the extent permitted by applicable Law,

become the property of the Surviving Entity, free and clear of all claims or

interest of any person previously entitled thereto.



            (h) Income Tax Treatment. It is intended by the parties hereto that

the Merger qualify as a "reorganization" within the meaning of Section 368(a) of

the Code. The parties hereto hereby adopt this Agreement as a "plan of

reorganization" within the meanings of Sections 1.368-2(g) and 1.368-3(a) of the

U.S. Treasury Regulations promulgated under the Code.



      2.3 Elections.



            (a) Each person who, on or prior to the Election Date referred to in

paragraph (b) below, is a record holder of Company Shares shall be entitled,

with respect to all or any portion of such shares, to make an unconditional

Stock Election on or prior to such Election Date, on the basis hereinafter set

forth.



            (b) Parent shall prepare a form of election, which form shall be

subject to the reasonable approval of the Company (the "Form of Election") and

shall be mailed to the record holders of Company Shares as of the date of this

Agreement, which Form of Election shall be used by each record holder of shares

of Company Shares who wishes to elect to receive the stock consideration

pursuant to Section 2.1(c)(1) for any or all Company Shares held by such holder.

Any such holder's election to receive the stock consideration pursuant to

Section 2.1(c)(1) shall have been properly made only if the Exchange Agent shall

have received at its designated office, by 5:00 p.m., Pacific Standard Time, on

the Business Day immediately preceding the Closing Date (the "Election Date"), a

Form of Election properly completed and signed and accompanied by Certificates

for the Company Shares to which such Form of Election relates, duly endorsed in

blank or otherwise in form acceptable for transfer on the books of the Company.

If the Closing is delayed to a subsequent date, the Election Date shall be

similarly delayed and Parent will promptly announce such rescheduled Election

Date and Closing.



            (c) Any Form of Election may be revoked by the stockholder who

submitted such Form of Election to the Exchange Agent only by written notice

received by the Exchange Agent (i) prior to 5:00 p.m., Pacific Time, on the

Election Date or (ii) after such time, if (and only to the extent that) the

Exchange Agent is legally required to permit revocations and only if the

Effective Time shall not have occurred prior to such date. In addition, all

Forms of Election shall automatically be revoked if the Exchange Agent is

notified in writing by Parent and the Company that the Merger has been

abandoned. If a Form of Election is revoked, the Certificate or Certificates for

the shares of Company Shares to which such Form of Election relates shall be

promptly returned to the stockholder submitting the same to the Exchange Agent

and any such shares shall be treated as Non-Electing Shares (unless and until

another duly completed Form of Election (and the Certificate or Certificates, or

guarantees of delivery, as applicable, to which such Form of Election relates)

has been submitted to the Exchange Agent in accordance with this Agreement).





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            (d) The determination of the Exchange Agent in its sole discretion

shall be binding as to whether or not elections to receive the stock

consideration pursuant to Section 2.1(c)(1) have been properly made or revoked

pursuant to this Section 2.3 with respect to shares of Company Shares and when

elections and revocations were received by it. If no Form of Election is

received with respect to shares of Company Shares, or if the Exchange Agent

determines that any election to receive the stock consideration pursuant to

Section 2.1(c)(1) was not properly made with respect to shares of Company

Shares, such shares shall be treated by the Exchange Agent as Non-Electing

Shares at the Effective Time, and such shares shall be converted into the right

to receive the Note Consideration in accordance with Section 2.1(c)(1)(ii). The

Exchange Agent may, with the mutual agreement of Parent and the Company, make

such rules as are consistent with this Section 2.03 for the implementation of

the elections provided for herein as shall be necessary or desirable fully to

effect such elections.



      2.4 Company Equity Awards.



            (a) At the Effective Time, other than stock options issued under the

Company's 2000 Omnibus Stock Incentive Plan that have an exercise price of $1.00

per share (which shall expire) or $.50 per share (which, pursuant to the terms

of the Company's 2000 Omnibus Stock Incentive Plan shall receive in lieu thereof

from the Company an equitable substitution for such options), each Company Stock

Option then outstanding under any Company Stock Plan, whether or not then

exercisable, shall be assumed by Parent and converted into an option to purchase

Parent Series B Preferred Stock in accordance with this Section 2.4(a). Each

Company Stock Option so converted shall continue to have, and be subject to, the

same terms and conditions as set forth in the applicable Company Stock Plan and

any agreements thereunder immediately prior to the Effective Time, provided,

however, that all of such stock options shall be deemed to be fully vested as of

the Effective Time. Notwithstanding the foregoing, the conversion of any Company

Stock Options which are "incentive stock options," within the meaning of Section

422 of the Code, into options to purchase Parent Series B Preferred Stock shall

be made so as not to constitute a "modification" of such Company Stock Options

within the meaning of Section 424 of the Code.



            (b) Parent shall take all corporate action necessary to reserve for

issuance a sufficient number of shares of Parent Series B Preferred Stock for

delivery upon exercise or settlement of the Company Stock Options being assumed

or settled in accordance with this Section 2.4.





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                                   ARTICLE III



                         REPRESENTATIONS AND WARRANTIES



      3.1 Representations and Warranties concerning the Company. The Company

hereby represents and warrants to the Parent as follows:

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