FIRST DELTAVISION, INC.

                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement  ("Agreement") is made as of the 18th day
of November,  2003, by and among First  Deltavision  Inc., a Nevada  corporation
(the  "Company"),  and the  purchasers  listed  on  Schedule  A hereto  (each an
"Purchaser" and together the "Purchasers").

                                    RECITALS

         A. The Company  desires to obtain funds from the Purchasers in order to
further the operations of the Company.

         B. In  order to  obtain  such  funds,  the  Company  is  offering  (the
"Offering") up to an aggregate 16,128,000 shares (the "Shares") of common stock,
$.001 par value per share (the "Common Stock"),  on the terms and subject to the
conditions set forth herein.

                                    AGREEMENT

         It is agreed as follows:

         1. PURCHASE AND SALE OF SHARES.

              1.1   Purchase   and  Sale  of  Shares.   In  reliance   upon  the
representations  and  warranties  of the  Company and each  Purchaser  contained
herein and subject to the terms and conditions set forth herein, at Closing, the
Company shall issue and sell to the Purchasers and the Purchasers, severally and
not jointly,  shall purchase from the Company,  the number of Shares,  set forth
opposite each  Purchaser's  name on Schedule A hereto for U.S. $0.0062 per Share
(the "Purchase Price").

              1.2 Deliveries by Purchasers. Each Purchaser shall deliver a check
or wire  transfer  to the  general  account of the  Company in the amount of the
Purchase Price for each Share purchased.

         2. CLOSING(S).

              2.1 Date and Time. The closing of the sale of Shares  contemplated
by this Agreement (the "Closing") shall take place at the offices of the Company
or at such other place as the Company and Purchasers shall agree in writing,  on
or before  November  14,  2003,  unless  otherwise  extended by the Company (the
"Closing Date").

              2.2  Deliveries.   At  the  Closing,  or  as  soon  thereafter  as
practicable,  the  Company  will  cause  to be  issued  to  each  Purchaser  the
certificates  representing the Shares purchased by the Purchaser against payment
of the  Purchase  Price.  Each  such  Share  shall  be in  definitive  form  and
registered  in the name of each  Purchaser,  as set forth on Schedule A, against
delivery to the Company by the Purchaser of the items set forth in paragraph 1.2
above.



                                       1
<PAGE>

         3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         As a material inducement to the Purchasers to enter into this Agreement
and to  purchase  the Shares,  the  Company  represents  and  warrants  that the
following  statements  are true and correct in all  material  respects as of the
date  hereof and will be true and correct in all  material  respects at Closing,
except as expressly qualified or modified herein.

              3.1 Organization  and Good Standing.  The Company is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of Nevada and has full  corporate  power and  authority  to enter into and
perform its obligations  under this Agreement,  and to own its properties and to
carry on its business as presently  conducted  and as proposed to be  conducted.
The Company is duly  qualified to do business as a foreign  corporation in every
jurisdiction  in which the failure to so qualify  would have a material  adverse
effect upon the Company.

              3.2 Capitalization.  The Company is authorized to issue 50,000,000
shares of Common Stock of which, as of November 14, 2003,  1,342,000 shares were
issued and  outstanding.  All outstanding  shares of Common Stock have been duly
authorized and validly issued,  and are fully paid,  nonassessable,  and free of
any preemptive rights.

              3.3 Validity of  Transactions.  This Agreement,  and each document
executed  and  delivered  by the  Company in  connection  with the  transactions
contemplated  by  this  Agreement,  have  been  duly  authorized,  executed  and
delivered by the Company and is each the valid and legally binding obligation of
the Company,  enforceable  in  accordance  with its terms,  except as limited by
applicable bankruptcy,  insolvency  reorganization and moratorium laws and other
laws  affecting  enforcement  of  creditor's  rights  generally  and by  general
principles of equity.

              3.4 Valid Issuance of Shares.  The Shares that are being issued to
the Purchasers hereunder, when issued, sold and delivered in accordance with the
terms hereof for the consideration  expressed  herein,  will be duly and validly
issued, fully paid and nonassessable and free of restrictions on transfer, other
than restrictions on transfer under this Agreement and under applicable  federal
and state securities laws, will be free of all other liens and adverse claims.

              3.5 No Violation. The execution,  delivery and performance of this
Agreement has been duly  authorized by the Company's Board of Directors and will
not violate any law or any order of any court or government agency applicable to
the Company,  as the case may be, or the Articles of  Incorporation or Bylaws of
the Company,  and will not result in any breach of or default under,  or, except
as expressly provided herein, result in the creation of any encumbrance upon any
of  the  assets  of the  Company  pursuant  to the  terms  of any  agreement  or
instrument  by which the Company or any of its assets may be bound.  No approval
of or filing with any  governmental  authority  is  required  for the Company to
enter into, execute or perform this Agreement.



                                       2
<PAGE>

              3.6  SEC  Reports  and  Financial  Statements.   The  Company  has
delivered to the  Purchaser its Annual Report on Form 10-KSB for the fiscal year
ended June 30,  2003,  along with its  Quarterly  Reports on Form 10-QSB for the
quarterly  periods ended September 30, 2002,  December 31, 2002, March 31, 2003,
and September 30, 2003, filed with the U.S.  Securities and Exchange  Commission
(collectively,  the "SEC Reports"). The information in the SEC Reports, taken as
a whole,  is true and correct in all material  respects and does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made, not misleading.

              3.7  Subsidiaries.  Except  as set forth in the SEC  Reports,  the
Company does not own,  directly or indirectly,  any equity or debt securities of
any corporation, partnership, or other entity.

              3.8 Litigation.  Except as set forth in the SEC Reports, there are
no suits or proceedings (including without limitation,  proceedings by or before
any arbitrator,  government  commission,  board, bureau or other  administrative
agency)  pending or, to the  knowledge  of the  Company,  threatened  against or
affecting the Company or any of its subsidiaries which, if adversely determined,
would have a material  adverse effect on the consolidated  financial  condition,
results of  operations,  prospects or business of the  Company,  and neither the
Company nor any of its subsidiaries are subject to or in default with respect to
any order,  writ,  injunction  or decree of any federal,  state,  local or other
governmental department.

              3.9 Taxes.  Federal  income tax returns and state and local income
tax returns for the Company and its subsidiaries  have been filed as required by
law; all taxes as shown on such returns or on any assessment received subsequent
to the  filing  of such  returns  have  been  paid,  and  there  are no  pending
assessments or adjustments or any income tax payable for which  reserves,  which
are  reasonably  believed by the  Company to be adequate  for the payment of any
additional taxes that may come due, have not been  established.  All other taxes
imposed on the  Company and its  Subsidiaries  have been paid and any reports or
returns due in connection herewith have been filed.

              3.10  Securities  Law  Compliance.  Assuming  the  accuracy of the
representations  and  warranties  of  Purchasers  set forth in Section 4 of this
Agreement,  the offer, issue, sale and delivery of the Shares will constitute an
exempted  transaction  under the  Securities  Act of 1933, as amended and now in
effect  ("Securities  Act"), and registration of the Shares under the Securities
Act is not required.  The Company shall make such filings as may be necessary to
comply  with the  Federal  securities  laws and the blue sky laws of any  state,
which filings will be made in a timely manner.

              3.11  Liabilities.  Except for  obligations  disclosed  in the SEC
Reports,  the Company has no liabilities,  contingent or otherwise.  The Company
maintains  and will  continue  to  maintain  a  standard  system  of  accounting
established and  administered in accordance with generally  accepted  accounting
principles.   The  Company  shall  use  the  proceeds   from  the   transactions
contemplated hereby solely to pay the liabilities  disclosed in the SEC Reports,
and the Company  will have  settled all other  remaining  liabilities  as of the
Closing.





                                       3
<PAGE>

         4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

         Each  Purchaser  hereby  represents,  warrants and  covenants  with the
Company as follows:

         4.1  Legal  Power.   Each  Purchaser  has  the  requisite   individual,
corporate,  partnership,  trust  or  fiduciary  power,  as  appropriate,  and is
authorized,  if Purchaser is a corporation,  partnership or trust, to enter into
this Agreement,  to purchase the Shares hereunder,  and to carry out and perform
its obligations under the terms of this Agreement.

         4.2  Due  Execution.  This  Agreement  has  been  duly  authorized,  if
Purchaser  is a  corporation,  partnership,  trust or  fiduciary,  executed  and
delivered by  Purchaser,  and,  upon due  execution and delivery by the Company,
this Agreement will be a valid and binding agreement of Purchaser.

         4.3  Receipt  and  Review of SEC  Reports.  Purchaser  represents  that
Purchaser  has received and reviewed the SEC Reports and has been given full and
complete access to the Company for the purpose of obtaining such  information as
the  Purchaser  or its  qualified  representative  has  reasonably  requested in
connection with the decision to purchase Shares. Each Purchaser  represents that
such  Purchaser  has been  afforded  the  opportunity  to ask  questions  of the
officers of the Company regarding its business  prospects and the Shares, all as
Purchaser or Purchaser's  qualified  representative have found necessary to make
an informed investment decision to purchase the Shares.

         4.4 Restricted  Securities.  Purchaser has been advised that the Shares
have not been  registered  under  the  Securities  Act or any  other  applicable
securities  laws and that the  Shares are being  offered  and sold  pursuant  to
Section  4(2) of the  Securities  Act and  Rule  506  thereunder,  and  that the
Company's  reliance  upon  Section  4(2) and Rule 506 is  predicated  in part on
Purchasers' representations as contained herein.

              4.4.1  Purchasers  and their  beneficial  owners  are  "accredited
investors" as defined under Rule 501 under the Securities Act.

              4.4.2  Purchaser  acknowledges  that  the  Shares  have  not  been
registered  under the Securities Act or the securities laws of any state and are
being offered,  and will be sold,  pursuant to applicable  exemptions  from such
registration  for  nonpublic   offerings  and  will  be  issued  as  "restricted
securities" as defined by Rule 144  promulgated  pursuant to the Securities Act.
The Shares may not be resold in the absence of an effective registration thereof
under the Securities Act and applicable  state  securities  laws unless,  in the
opinion of the Company's counsel,  an applicable  exemption from registration is
available.

              4.4.3  Purchaser is acquiring the Shares for its own account,  for
investment purposes only and not with a view to, or for sale in connection with,
a distribution,  as that term is used in Section 2(11) of the Securities Act, in
a manner which would require  registration under the Securities Act or any state
securities laws.

              4.4.4 Purchaser  understands and acknowledges that the Shares will
bear the following legend:



                                       4
<PAGE>

         THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY
STATE.  THE SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION THEREOF UNDER
THE  SECURITIES  ACT OF 1933  AND/OR  THE  SECURITIES  ACT OF ANY  STATE  HAVING
JURISDICTION OR AN OPINION OF COUNSEL  ACCEPTABLE TO THE  CORPORATION  THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

              4.4.5 Purchaser  acknowledges  that an investment in the Shares is
not  liquid  and  is  transferable  only  under  limited  conditions.  Purchaser
acknowledges  that such  securities  must be held  indefinitely  unless they are
subsequently  registered  under the  Securities  Act or an  exemption  from such
registration  is  available.  Purchaser is aware of the  provisions  of Rule 144
promulgated under the Securities Act, which permits limited resale of securities
purchased  in a  private  placement  subject  to  the  satisfaction  of  certain
conditions and that such Rule is not now available  and, in the future,  may not
become available for resale of the Shares.

         4.5  Purchaser  Sophistication  and  Ability  to  Bear  Risk  of  Loss.
Purchaser  acknowledges  that it is able to protect its  interests in connection
with the  acquisition of the Shares and can bear the economic risk of investment
in such securities  without  producing a material  adverse change in Purchaser's
financial  condition.  Purchaser  otherwise has such knowledge and experience in
financial or business matters that Purchaser is capable of evaluating the merits
and risks of the investment in the Shares.

         4.6  Purchases  by Groups.  Each  Purchaser  represents,  warrants  and
covenants  that it is not  acquiring  the  Shares as part of a group  within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.


         4.7 Lack of Adverse Actions.  Each Purchaser  represents,  warrants and
covenants that none is or has been party to:

              (1) Was a general partner or executive  officer of any business by
or against which any bankruptcy petition was filed,  whether at the time of such
filing or two years prior thereto;

              (2) Was convicted in a criminal proceeding or named the subject of
a pending  criminal  proceeding  (excluding  traffic  violations and other minor
offenses);

              (3)  Was  the  subject  of any  order,  judgment  or  decree,  not
subsequently  reversed,   suspended  or  vacated,  of  any  court  of  competent
jurisdiction,  permanently  or  temporarily  enjoining  him  from  or  otherwise
limiting, the following activities:

              (i) Acting as a futures commission  merchant,  introducing broker,
commodity  trading  advisor,  commodity  pool operator,  floor broker,  leverage
transaction  merchant,  associated  person  of any of  the  foregoing,  or as an
investment  adviser,  underwriter,  broker  or dealer  in  securities,  or as an
affiliated person, director or employee of any investment company, bank, savings
and loan  association  or insurance  company,  or engaging in or continuing  any
conduct or practice in connection with such activity;



                                       5
<PAGE>

              (ii) Engaging in any type of business practice; or

              (iii) Engaging in any activity in connection  with the purchase or
sale of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws;

         (4) Was the subject of any order,  judgment or decree, not subsequently
reversed,  suspended  or  vacated,  of any federal or state  authority  barring,
suspending or otherwise  limiting for more than 60 days the right of such person
to engage in any activity  described  above under this Item, or to be associated
with persons engaged in any such activity;

         (5) Was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange  Commission to have violated any federal or state
securities  law,  and the  judgment  in such  civil  action  or  finding  by the
Securities  and  Exchange   Commission  has  not  been  subsequently   reversed,
suspended, or vacated; or

         (6) Was found by a court of competent jurisdiction in a civil action or
by the  Commodity  Futures  Trading  Commission  to have  violated  any  federal
commodities  law,  and the  judgment  in such  civil  action or  finding  by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended or vacated.


         5. CONDITIONS TO CLOSING.

         5.1  Conditions  to  Obligations  of the  Purchaser.  Each  Purchaser's
obligation to purchase the Shares at the Closing is subject to the  fulfillment,
at or prior to such Closing, of all of the following conditions:

              5.1.1   Representations   and  Warranties  True;   Performance  of
Obligations. The representations and warranties made by the Company in Section 3
hereof  shall be true and correct in all  material  respects at the Closing with
the same force and  effect as if they had been made on and as of said date;  and
the Company shall have performed all obligations and conditions  herein required
to be performed by it on or prior to the Closing.

              5.1.2   Proceedings   and  Documents.   All  corporate  and  other
proceedings  in connection  with the  transactions  contemplated  at the Closing
hereby and all documents and instruments  incident to such transactions shall be
reasonably satisfactory in substance and form to the Purchaser.

              5.1.3  Qualifications,  Legal and Investment.  All authorizations,
approvals,  or permits, if any, of any governmental authority or regulatory body
of the United States including "blue sky" filings in any state that are required
in connection  with the lawful sale and issuance of the Shares  pursuant to this
Agreement  shall have been duly obtained and shall be effective on and as of the
Closing.  No stop order or other order  enjoining  the sale of the Shares  shall


                                       6
<PAGE>

have been issued and no proceedings for such purpose shall be pending or, to the
knowledge  of any  Purchaser,  threatened  by the SEC,  or any  commissioner  of
corporations  or similar  officer  of any state  having  jurisdiction  over this
transaction.  At the time of the  Closing,  the sale and  issuance of the Shares
shall be legally  permitted by all laws and  regulations to which the Purchasers
and the Company are subject.

              5.1.4 Principal Stockholder and Officer Indemnification.  David C.
Merrell, the Company's President and principal stockholder,  shall have executed
and delivered the Letter of Indemnification attached hereto as Schedule 5.1.4.


              5.1.5  Lock-Up/Leak-Out  Agreement of David C.  Merrell.  David C.
Merrell shall also have executed and  delivered the  Lock-Up/Leak-Out  Agreement
attached hereto as Schedule 5.1.5.

              5.1.6  Lock-Up/Leak-Out  Agreement of Leonard W. Burningham,  Esq.
Leonard  W.   Burningham,   Esq.   shall  have   executed  and   delivered   the
Lock-Up/Leak-Out Agreement attached hereto as Schedule 5.1.6.

         5.2 Conditions to Obligations of the Company.  The Company's obligation
to issue and sell the Shares at the Closing is subject to the fulfillment to the
Company's satisfaction, on or prior to the Closing, of the following conditions:

              5.2.1 Representations and Warranties True. The representations and
warranties  made by each Purchaser in Section 4 hereof shall be true and correct
at the Closing with the same force and effect as if they had been made on and as
of the Closing.

              5.2.2  Performance  of  Obligations.  Each  Purchaser  shall  have
performed and complied with all agreements and conditions  herein required to be
performed or complied with by them on or before the Closing,  and each Purchaser
shall have  delivered  payment to the  Company  in  respect of its  purchase  of
Shares.

              5.2.3  Qualifications,  Legal and Investment.  All authorizations,
approvals,  or permits, if any, of any governmental authority or regulatory body
of the United States including "blue sky" filings in any state that are required
in connection  with the lawful sale and issuance of the Shares  pursuant to this
Agreement  shall have been duly obtained and shall be effective on and as of the
Closing.  No stop order or other order  enjoining  the sale of the Shares  shall
have been issued and no proceedings for such purpose shall be pending or, to the
knowledge  of the  Company,  threatened  by the  SEC,  or  any  commissioner  of
corporations  or similar  officer  of any state  having  jurisdiction  over this
transaction.  At the time of the  Closing,  the sale and  issuance of the Shares
shall be legally  permitted by all laws and  regulations to which each Purchaser
and the Company are subject.

              5.2.4 Promissory Note Pursuant to Letter of  Indemnification.  The
Company shall have executed and delivered the Promissory Note attached hereto as
Schedule 5.2.4.



                                       7
<PAGE>

         6. MISCELLANEOUS.

              6.1  Governing  Law.  This  Agreement  shall  be  governed  by and
construed under the laws of the State of Nevada.

              6.2 Successors and Assigns. Except as otherwise expressly provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assigns,  heirs,  executors,  and  administrators  of the
parties hereto.

              6.3 Entire  Agreement.  This Agreement and the Exhibits hereto and
thereto,  and  the  other  documents  delivered  pursuant  hereto  and  thereto,
constitute  the full and entire  understanding  and agreement  among the parties
with regard to the subjects  hereof and no party shall be liable or bound to any
other  party in any manner by any  representations,  warranties,  covenants,  or
agreements  except as specifically set forth herein or therein.  Nothing in this
Agreement,  express or implied, is intended to confer upon any party, other than
the parties  hereto and their  respective  successors  and assigns,  any rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
except as expressly provided herein.

              6.4 Separability. In case any provision of this Agreement shall be
invalid,  illegal,  or  unenforceable,  it shall to the extent  practicable,  be
modified so as to make it valid,  legal and  enforceable and to retain as nearly
as  practicable  the intent of the  parties,  and the  validity,  legality,  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

              6.5 Amendment and Waiver. Except as otherwise provided herein, any
term of this  Agreement may be amended,  and the  observance of any term of this
Agreement may be waived (either  generally or in a particular  instance,  either
retroactively  or  prospectively,  and either for a specified  period of time or
indefinitely),  with the written consent of the Company and the Purchasers,  or,
to the extent such amendment affects only one Purchaser, by the Company and such
individual  Purchaser.  Any amendment or waiver effected in accordance with this
Section shall be binding upon each future holder of any security purchased under
this  Agreement  (including  securities  into  which such  securities  have been
converted) and the Company.

              6.6  Notices.  All  notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be effective  when delivered
personally,  or sent by telex or telecopier (with receipt  confirmed),  provided
that a copy is mailed by registered  mail,  return  receipt  requested,  or when
received by the  addressee,  if sent by Express Mail,  Federal  Express or other
express  delivery  service  (receipt  requested) in each case to the appropriate
address set forth below:



                                       8
<PAGE>

        If to the Company:   First Deltavision, Inc.
                             9005 Cobble Canyon Lane
                             Sandy, Utah 84093

        With a copy to:      Leonard W. Burningham, Esq.
                             Suite 205, 455 East 500 South Street
                             Salt Lake City, Utah 84111

        If to a Purchaser:   At the address set forth on the Signature Page

         6.7  Titles  and   Subtitles.   The  titles  of  the   paragraphs   and
subparagraphs  of this  Agreement are for  convenience of reference only and are
not to be considered in construing this Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first set forth above.


                                              FIRST DELTAVISION, INC.


                                              By: /s/ David C. Merrill
                                                  -----------------------------
                                                  Name:
                                                  Title:
                                                  Address:
                                                  Facsimile:



PURCHASERS:


Bruce Mogel                                 Larry B. Anderson


By:     /s/ Bruce Mogel                     By: /s/ Larry B. Anderson
        --------------------------------        -----------------------------
        Name:                                   Name:
        Title:                                  Title:
        Address                                 Address
        Facsimile                               Facsimile


James T. Ligon


By:     /s/ James T. Ligon
        --------------------------------
        Name:
        Title:
        Address
        Facsimile



<PAGE>

                                   SCHEDULE A

                                     CLOSING

<TABLE>
<CAPTION>
--------------------------------------- --------------------------------------- --------------------------------------
Name                                    Aggregate Purchase Price                Number of Shares
--------------------------------------- --------------------------------------- --------------------------------------
<S>                                     <C>                                     <C>
Bruce Mogel                             $33,333.33                              5,376,000
--------------------------------------- --------------------------------------- --------------------------------------
Larry B. Anderson                       $33,333.33                              5,376,000
--------------------------------------- --------------------------------------- --------------------------------------
James T. Ligon                          $33,333.33                              5,376,000
--------------------------------------- --------------------------------------- --------------------------------------
Total                                   $100,000                                16,128,000
--------------------------------------- --------------------------------------- --------------------------------------
</TABLE>