JACKSON RIVERS CO
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>v031047_ex10-2.txt
<TEXT>
                                                                    Exhibit 10.2

                            STOCK PURCHASE AGREEMENT

      THIS  AGREEMENT  is made  this  1st day of  December  2005 by and  between
JEFFREY FLANNERY  (hereinto referred to as the  "Shareholder"),  the controlling
stockholder of THE JACKSON RIVERS COMPANY,  INC, (The "Company"),  a corporation
organized under the laws of Florida; and JAMES NELSON, an Individual,  (hereinto
referred to as "Buyer").

      WHEREAS,  the  Shareholder,  once  the  conditions  as set  forth  in this
Agreement  have been  fulfilled,  desires to sell 50% of his shares of Preferred
Series A stock of the  Company,  par value  $0.001 per share (the  "Preferred  A
Stock"), and

      WHEREAS,  Buyer  desires to purchase the  Preferred  Series A Stock of the
Company;

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

      1. Purchase of Stock.  At the closing of this Agreement  (the  "Closing"),
upon the basis of the  covenants,  warranties and  representations  set forth in
this Agreement,  the Shareholder  will sell,  transfer,  assign,  and deliver to
Buyer  480,000  shares  of  Preferred  A Stock,  free and clear of all liens and
encumbrances, except as otherwise may be permitted hereunder.

      2. Purchase Price. The purchase price for the Preferred A Stock to be paid
to the Shareholder by Buyer is $150,000.00 (the "Purchase Price").

      3. Restrictive Legend. All shares of the Preferred A Stock to be delivered
hereunder shall bear a restrictive legend in substantially the following form:

      "THE SHARES 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."

      4.   Representations   and   Warranties  of  the   Shareholder.   Where  a
representation  contained  in this  Agreement is qualified by the phrase "to the
best  of the  Shareholder's  knowledge"  (or  words  of  similar  import),  such
expression  means that,  after  having  conducted a due  diligence  review,  the
Shareholder  believes 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  Shareholder  represents  and  warrants to Buyer as
follows:

            (a)  Power  and  Authority.  The  Shareholder  has  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 Shareholder,
this  Agreement  and the Other  Agreements  shall be and  constitute  the valid,
binding  and legal  obligations  of the  Shareholder,  enforceable  against  the
Shareholder  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).


                                       1
<PAGE>

            (c) Effect.  Neither the execution and delivery of this Agreement or
the Other  Agreements nor full performance by the Shareholder of its obligations
hereunder or thereunder will violate or breach, or otherwise  constitute or give
rise  to  a  default  under,   the  terms  or  provisions  of  the  Articles  of
Incorporation  or Bylaws of the Company  or,  subject to  obtaining  any and all
necessary  consents,  of any  contract,  commitment  or other  obligation of the
Company or necessary for the  operation of the Company  following the Closing or
any  other  material  contract,  commitment,  or other  obligation  to which the
Company is a party,  or create or result in the creation of any  encumbrance  on
any of the  property  of the  Company.  The Company is not in  violation  of its
Articles of  Incorporation,  as  amended,  its  Bylaws,  as  amended,  or of any
indebtedness, mortgage, contract, lease, or other agreement or commitment.

            (d) 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  Shareholder  prior to the
Closing to authorize the execution,  delivery and performance by the Shareholder
of this Agreement or the Other Agreements.

            (e) Stock Ownership of the Shares to be Sold by the Shareholder. The
Shareholder has good,  absolute,  and marketable  title to 960,000 shares of the
Preferred A Stock which  constitute  100% percent of the issued and  outstanding
shares  of the  Preferred  A Stock.  The  shares  of the Stock to be sold by the
Shareholder  hereunder  constitute  one-half  (1/2) of all of the  shares of the
capital stock of the Company owned by the  Shareholder.  The Shareholder has the
complete  and  unrestricted  right,  power  and  authority  to cause  the  sale,
transfer,  and assignment of the Stock pursuant to this Agreement.  The delivery
of the Stock to Buyer as herein  contemplated will vest in Buyer good,  absolute
and marketable  title to the shares of the Stock 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.  No
one  affiliated  with the  Shareholder  or any of its  officers,  directors,  or
principal  stockholders  owns any shares of the  capital  stock of the  Company,
other than the shares of the Stock owned by the Shareholder.

            (f) Organization and Standing of the Company.  The Company is a duly
organized and validly  existing Florida  corporation in good standing,  with all
requisite  corporate  power and  authority to carry on its business as presently
conducted.  The Company is qualified  to do business in all other  jurisdictions
where it does or plans to do business.

            (g)  Capitalization  and Other  Outstanding  Shares.  The authorized
capital stock of the Company consists solely of 990,000,000,000 shares of common
stock, par value $.00001 per share ("Company Common Stock"),  of which 8,177,624
shares are issued and outstanding and  1,000,000,000  shares of Preferred Stock,
of which (i) 1,000,000  shares have been  designated as Series A Preferred Stock
of which  960,000  are  issued and  outstanding  and (ii)  10,000,000  have been
designated  as  Series B  Preferred  Stock of which no  shares  are  issued  and
outstanding. 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 Stock or other  securities  or
entitling anyone to acquire the Stock or other securities of the Company.

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

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

            (j) No Untrue  Statements.  No  representation  or  warranty  by the
Shareholder  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.


                                       2
<PAGE>

            (k) Reliance. The foregoing  representations and warranties are made
by the  Shareholder  with the  knowledge and  expectation  that Buyer is placing
complete reliance thereon.

            (l) Conduct of Business in Normal Course.  The Company will carry on
its business and activities in substantially  the same manner as they previously
have been  carried out and will not  institute  any unusual or novel  methods of
manufacture,  purchase, sale, lease, management,  accounting,  or operation that
vary  materially  from those  methods used by the Company as of the date of this
Agreement.

      5.  Representations  and  Warranties  of  Buyer.  Where  a  representation
contained  in this  Agreement is qualified by the phrase "to the best of Buyer's
knowledge"  (or words of similar  import),  such  expression  means that,  after
having  conducted a due  diligence  review,  Buyer  believes 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. Buyer hereby represents and
warrants to the Shareholder as follows:

            (a)  Power and  Authority.  Buyer has full  power and  authority  to
execute, deliver and perform this Agreement and the Other Agreements.

            (b) Binding  Effect.  Upon  execution  and  delivery by Buyer,  this
Agreement and the Other  Agreements  shall be and constitute the valid,  binding
and legal obligations of Buyer enforceable  against Buyer 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 Buyer  prior to the  Closing to
authorize the execution,  delivery and performance by Buyer of this Agreement or
the Other Agreements.

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

            (e) No Knowledge of the Buyer's Default. Buyer has no knowledge that
any of the Buyer  representations and warranties  contained in this Agreement or
the Other Agreements are untrue, inaccurate or incomplete in any respect or that
the  Shareholder  is in default under any term or provision of this Agreement or
the Other Agreements.

            (f) No Untrue Statements.  No representation or warranty by Buyer 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.

            (g) Reliance. The foregoing  representations and warranties are made
by Buyer with the  knowledge and  expectation  that the  Shareholder  is placing
complete reliance thereon.

      6. 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.


                                       3
<PAGE>

      7. Indemnification by the Shareholder. The Shareholder agrees to indemnify
and hold harmless  Buyer  against and in respect to all damages (as  hereinafter
defined) up to the amount of the Purchase Price.  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 Buyer from any inaccurate
representation  made by or on behalf of the  Shareholder  in or pursuant to this
Agreement,  breach  of  any  of  the  warranties  made  by or on  behalf  of the
Shareholder  in or  pursuant  to this  Agreement,  or breach or  default  in the
performance by the  Shareholder of any of the  obligations to be performed by it
hereunder.

      Notwithstanding  the  scope  of  the  Shareholder's   representations  and
warranties  herein,  or of any  individual  representation  or warranty,  or any
disclosure  to Buyer herein or pursuant  hereto,  or the  definition  of damages
contained in the preceding  sentence,  or Buyer'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 the Company,  as of the date
hereof,  whether  known or  unknown by the  Shareholder;  all  claims,  actions,
demands,  losses, costs, expenses, and liabilities resulting from any litigation
from causes of action arising prior to the Closing  involving the Company or any
stockholders  thereof  other than the  Shareholder,  whether or not disclosed to
Buyer; all claims, actions,  demands,  losses, costs, expenses,  liabilities and
penalties resulting from (i) the Company'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 the
Company's failure in any respect to perform any obligation  required by it to be
performed  at or  prior to the  Closing,  or by  reason  of any  default  of the
Company,  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.

      The Shareholder  shall reimburse  and/or pay on behalf of Buyer and/or the
Company on demand for any payment  made or  required to be made by Buyer  and/or
the Company 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.  Buyer shall give, or Buyer shall cause the Company to give,
the  Shareholder  written  notice  within  30  days  after  notification  of any
litigation  threatened or instituted  against the Company which might constitute
the basis of a claim for  indemnity  by Buyer  and/or the  Company  against  the
Shareholder.

      Notwithstanding  anything contained in this Agreement to the contrary, the
right to  indemnification  described  in this  paragraph  shall expire 24 months
after the Closing.

      8. Further Conveyances and Assurances.  After the Closing, the Shareholder
and Buyer 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  Buyer  ownership  of  the  Stock  and  to  consummate  the
transactions contemplated hereby. The Shareholder and the Buyer further covenant
and agree that neither of them will take any action (either as a shareholder,  a
director, or otherwise) to authorize the issuance of any of the remaining 40,000
authorized shares of the Series A Preferred Stock without the written consent of
the other party.

      9. Closing.  The Closing of the sale and purchase  contemplated  hereunder
shall be on or before December 1, 2005, and shall be subject to the faithful and
final  execution  of the Merger  Agreement  by and between  The  Jackson  Rivers
Company and Diverse Networks, Inc. ("Merger Agreement").

      10.  Deliveries  at the  Closing by the  Shareholder.  At the  Closing the
Shareholder, shall deliver to Buyer:


                                       4
<PAGE>

            (a)  Certificates  representing  480,000  shares of the  Preferred A
Stock, free and clear of all liens,  claims,  encumbrances,  and restrictions of
every kind except for the restrictive legend required by Paragraph 3 hereof.

            (b) Any  other  document  which  may be  necessary  to carry out the
intent of this Agreement.

      11.  Deliveries  at the  Closing by Buyer.  At the  Closing,  Buyer  shall
deliver to the Shareholder the following:

            (a) A Promissory  Note (the "Note") for the Purchase  Price,  as set
forth in Exhibit A.

            (b) A Pledge Agreement (the "Pledge") as set forth in Exhibit B

            (c) Any  other  document  which  may be  necessary  to carry out the
intent of this Agreement.

      12. Default and Reversal of the Agreement.

            (a) Buyer  shall be held in  default  if Buyer is unable to  execute
fully or uphold the terms and conditions of the Merger Agreement between Jackson
Rivers Company and Diverse Networks,  Inc. ("Merger Agreement").  Any default by
Buyer of the  Merger  Agreement  shall be deemed an  immediate  default  of this
Agreement. The Merger Agreement is hereby attached herein as Exhibit C.

      13. 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.

      14.  Brokerage.  The  Shareholder  and Buyer 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.

      15.  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 California.  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.  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.

      16.  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.

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

      18. 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,  or
by telecopy or e-mail, if to the Shareholder,  addressed to Mr. Jeffrey Flannery
at 2424 Evergreen  Street,  San Diego, CA 92106  telephone  (619) 988-5869,  and
e-mail  jwfworld@aol.com  and if to  Buyer,  addressed  to Mr.  James  Nelson at
______________________,     Houston,     TX    telephone     __________    email
jnelson@diversenet.com.  Any party  hereto may change its address  upon 10 days'
written notice to any other party hereto.


                                       5
<PAGE>

      19. 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.

      20.  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.

      21.  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.

      22. 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.

      23. Time of the Essence. Time is of the essence of this Agreement.

      24.  Incorporation  by  Reference.  The  Exhibits  and  Schedules  to this
Agreement  referred  to or included  herein  constitute  integral  parts to this
Agreement and are incorporated into this Agreement by this reference.

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

      26. Law Governing;  Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to any  conflicts of laws  provisions  thereof.  Each party  hereby  irrevocably
submits to the personal jurisdiction of the United States District Court for San
Diego County,  California over any suit, action or proceeding  arising out of or
relating to this Agreement. Each party hereby irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying  of the  venue  of any  such  mediation,  arbitration,  suit,  action  or
proceeding  brought in any such  county  and any claim that any such  mediation,
arbitration,  suit, action or proceeding brought in such county has been brought
in an inconvenient forum.

      27. 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.  A facsimile transmission
of this signed Agreement shall be legal and binding on all parties hereto.

      28. 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.

                             SIGNATURE PAGE FOLLOWS


                                       6
<PAGE>

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

                                    JEFFREY FLANNERY, AN INDIVIDUAL

                                    By /s/ Jeffrey Flannery
                                      -----------------------------------
                                      Jeffrey Flannery, An individual


                                    JAMES NELSON, AN INDIVIDUAL

                                    By /s/ James Nelson
                                      -----------------------------------
                                      James Nelson, An Individual


                                       7
</TEXT>
</DOCUMENT>
