EMPLOYMENT AGREEMENT

      THIS  AGREEMENT  dated as of  December 1, 2005,  is made and entered  into
between THE JACKSON RIVERS COMPANY, INC., a Florida corporation (the "Company"),
and James E. Nelson, a resident of Houston, Texas (the "Executive"). The Company
and the Executive agree as follows:

ARTICLE 1

                        EMPLOYMENT, DUTIES AND ACCEPTANCE

      1.1 Employment by the Company.  The Company agrees to employ the Executive
as the  President  and Chairman of the Board of Directors of the Company for the
duration of the Employment Term (as defined in Section 2 below),  to render such
services and to perform such duties as are normally associated with and inherent
in the  executive  capacity in which the Executive  will be serving,  as well as
such other duties,  which are not inconsistent with the Executive's  position as
an executive of the Company.

      1.2 Acceptance of Employment by the Executive.  The Executive accepts such
employment for the Employment Term and agrees to render the services required of
him under Section 1.1.  During the Employment  Term, the Executive  shall devote
his full business time,  attention and energy to the business of the Company and
the  performance of his duties under this  Agreement.  The foregoing  shall not,
however,  prohibit the Executive from making and managing personal  investments,
or from engaging in civic or charitable activities that do not materially impair
the performance of his duties under this Agreement.  If appointed or elected, as
applicable,  the  Executive  also  shall  serve  during  all or any  part of the
Employment  Term as any other officer and/or as a director of the Company or any
of its  subsidiaries or affiliates,  without any additional  compensation  other
than that specified in this Agreement.

      1.3 Place of Performance.  The Executive shall be based in Houston,  Texas
and nothing in this  Agreement  shall require the Executive to relocate his base
of employment or principal place of residence from Houston, Texas.

      1.4 Termination of Existing Contracts. The Executive agrees that all other
agreements and contracts, whether written or oral, relating to the employment of
the  Executive  by  the  Company  shall  be  terminated   effective  as  of  the
commencement of the Employment Term.

ARTICLE 2

                                 EMPLOYMENT TERM

      2.1  Initial  Term.  The term of the  Executive's  employment  under  this
Agreement  (the  "Employment   Term")  shall  commence  on  the  date  that  the
transactions  contemplated  under that certain Plan and Agreement of Merger (the
"Merger")  dated as of the date  hereof  by and among the  Company  and  Diverse
Networks,  Inc., a Texas corporation,  and other parties thereto are consummated
(the "Commencement Date"), and shall continue through and expire on December 31,
2008 (the  "Expiration  Date"),  unless  earlier  terminated as provided in this
Agreement.

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                                   ARTICLE 3

                         COMPENSATION AND OTHER BENEFITS

      3.1 Annual Salary.  As compensation for services to be rendered under this
Agreement,  the Company shall pay the  Executive a starting  salary (the "Annual
Salary") at a rate of $120,000 per annum for the  remaining  portion of 2005 and
for 2006;  $126,000  per annum for fiscal year 2007;  and $132,300 per annum for
fiscal year 2008.  The  Executive  shall also be eligible to receive  such other
compensation, whether in the form of cash bonuses, incentive compensation, stock
options,  stock  appreciation  rights,  restricted  stock  awards  or  otherwise
(collectively, the "Additional Compensation"), as the Board (or any committee of
the Board) may, in its discretion, approve. The Annual Salary and the Additional
Compensation  shall be payable in accordance with the applicable  payroll and/or
other  compensation  policies and plans of the Company as in effect from time to
time during the Employment Term, less such deductions as shall be required to be
withheld by applicable law and regulations.

      3.2  Participation  in Employee  Benefit  Plans.  The  Executive  shall be
permitted,  during  the  Employment  Term,  if and to the  extent  he meets  and
continues to meet all applicable eligibility requirements, to participate in any
group life,  hospitalization  or  disability  insurance  plan,  health  program,
pension plan, similar benefit plan or other "fringe benefits" of the Company.

      3.3 Executive  Support.  The Company shall provide to the Executive office
facilities, furniture and equipment, secretarial and support personnel and other
management level support  services as the Executive shall reasonably  require in
connection with the performance of his duties under this Agreement.

      3.4   Reimbursement  of  Business   Expenses.   The  Executive  may  incur
reasonable,  ordinary  and  necessary  business  expenses  in the  course of the
performance of his duties under this Agreement,  including  expenses for travel,
food and  entertainment.  The Company shall reimburse the Executive for all such
business  expenses  if  (a)  the  expenses  are  incurred  by the  Executive  in
accordance with the Company's business expense  reimbursement policy, if any, as
may be  established  and modified by the Company from time to time,  and (b) the
Executive  provides to the Company a record of and appropriate  receipts for (i)
the amount of the expense, (ii) the date, place and nature of the expense, (iii)
the business  reason for the expense and (iv) the names,  occupations  and other
data concerning  individuals  entertained sufficient to establish their business
relationship to the Company.

      3.5 Options.  Executive shall receive options to purchase 2,000,000 shares
of the Common  Stock of the  Company at an  exercise  price of $0.015 per share.
Such  options  shall vest over  three (3) years from and after the  Commencement
Date,  with 50% vesting  after the  expiration of the first  anniversary  of the
Commencement  Date, an additional  25% vesting on the second  anniversary of the
Commencement  Date,  and the final 25% vesting on the third  anniversary  of the
Commencement  Date.  Such  options  shall  otherwise be subject to the terms and
conditions  of any stock  option plan  adopted by the  Company  relating to such
options,  and shall in any event fully vest in the even the  Company  terminates
the  Executive  other than for "Cause" or if there is a "Change in Control"  (as
defined in Section 4.4).


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                                   ARTICLE 4

                                   TERMINATION

      4.1  Termination  upon Death.  If the Executive dies during the Employment
Term,  this  Agreement  shall  terminate,  except  that  the  Executive's  legal
representatives,  successors,  heirs or assigns shall be entitled to receive the
Annual Salary, the Additional  Compensation and other accrued benefits,  if any,
earned up to the date of the Executive's death; provided that, if any Additional
Compensation  or other  benefits are governed by the  provisions  of any written
employee  benefit  plan  or  policy  of  the  Company,   any  written  agreement
contemplated  thereunder or any other separate  written  agreement  entered into
between the  Executive and the Company,  the terms and  conditions of such plan,
policy or agreement  shall control in the event of any  discrepancy  or conflict
with the provisions of this Agreement regarding such Additional  Compensation or
other benefit upon the death, termination or disability of the Executive.

      4.2  Termination  for Cause.  At any time during the Employment  Term, the
Company  shall  have the  right,  exercisable  by serving  notice  effective  in
accordance with its terms, to terminate the  Executive's  employment  under this
Agreement and discharge the Executive for Cause. If such right is exercised, the
Company's  obligation  to the  Executive  shall be limited to the payment of any
unpaid  Annual  Salary,  Additional  Compensation  and other  benefits,  if any,
accrued  up  to  the  effective  date  specified  in  the  Company's  notice  of
termination  (which date shall not be retroactive).  As used in this Section 4.2
and elsewhere in this Agreement,  the term "Cause" shall mean that a majority of
the Board  shall  have  determined  that (a) the  Executive  has  willfully  and
persistently  failed or refused to follow the reasonable policies and directives
established by the Board and such failure or refusal continues for ten (10) days
after notice from the Company, (b) the Executive has wrongfully  misappropriated
money  or other  assets  or  properties  of the  Company  or any  subsidiary  or
affiliate of the Company,  (c) the Executive has been convicted of any felony or
other serious crime,  or (d) the  Executive's  employment  performance  has been
substantially impaired by chronic alcoholism or drug addiction.

      4.3  Termination  upon  Disability.  If  during  the  Employment  Term the
Executive becomes physically or mentally disabled, whether totally or partially,
as  evidenced  by the written  statement  of a competent  physician  licensed to
practice  medicine  in the United  States,  so that the  Executive  is unable to
substantially  perform his services  hereunder  for a period of six  consecutive
months,  the Company  may at any time after the last day of the six  consecutive
months  of  disability,  by  written  notice  to the  Executive,  terminate  the
Executive's employment hereunder. If such right is exercised,  the Company shall
continue to pay to the  Executive at each pay period the amount of Annual Salary
in effect at the date of  termination of his employment for the remainder of the
Employment Term.


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<PAGE>

      4.4  Termination  Other than for "Cause" or a "Change in Control".  At any
time during the Employment Term, if the Company terminates the Executive without
"Cause",  or if there  is a  "Change  in  Control"  which  would  result  in the
termination or significant  diminution of the Executive's job  responsibilities,
then the  Company  shall be  obligated  to pay to the  Executive  (i) a lump sum
payment equal to two (2) years' worth of  salary/bonus  and the  continuation of
the Executive's  health  insurance and other insurance and benefits for a period
of three (3) year(s) (the "Severance Payment"),  and (iii) any unpaid Additional
Compensation  accrued up to the effective date specified in the Company's notice
of  termination  in accordance  with the  Company's  benefit plans or restricted
share agreement  pursuant to which such Additional  Compensation was issued.  As
used  herein,  the  term  "Change  in  Control"  shall  mean  mean (i) a sale of
substantially all of the assets of the Company,  (ii) a transaction or series of
related  transactions in which a person,  or group of related persons,  acquires
from the stockholders of the Company shares  representing fifty percent (50%) or
more of the  outstanding  voting  power  of the  Company,  or  (iii)  a  merger,
consolidation,   or  reorganization  pursuant  to  which  there  is  a  sale  of
substantially  all the assets of the  Company or in which a person,  or group of
related   persons,   acquires  from  the  stockholders  of  the  Company  shares
representing  fifty percent (50%) or more of the outstanding voting power of the
Company. For purposes hereof, the term "Change in Control" shall not include any
transaction  that does not  result in a change in the  majority  of the Board of
Directors of the Company.

      4.5 Voluntary Termination. At any time before the Employment Term expires,
the Executive shall have the right,  exercisable by serving notice  effective in
accordance with its terms,  to resign and terminate the  Executive's  employment
under this Agreement.  If such right is exercised,  the Company's  obligation to
the Executive  shall be limited to the payment of any unpaid Annual  Salary,  if
any,  accrued up to the effective  date specified in the  Executive's  letter of
resignation (which date shall not be retroactive).  Any Additional  Compensation
earned by the  Executive  shall be  payable  under  the  terms of the  Company's
benefit plans or restricted  share  agreement  pursuant to which such Additional
Compensation was issued.

                                   ARTICLE 5

                                OTHER PROVISIONS

      5.1  Notices.  Any notice or other  communication  required  or  permitted
hereunder  t 6 0  shall  be  in  writing  and  shall  be  delivered  personally,
telegraphed,  telexed,  sent by  facsimile  transmission  or sent by  certified,
registered or express  mail,  postage  prepaid.  Any such notice shall be deemed
given when so delivered  personally,  telegraphed,  telexed or sent by facsimile
transmission  or, if  mailed,  five days after the date of deposit in the United
States mail, as follows:


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<PAGE>

                  if to the Company, to:

                        The Jackson Rivers Company, Inc.
                        5520 Wellsley Street, Suite 109
                        La Mesa, CA 91942

                  if to the Executive, to:

                        James E. Nelson
                        39 Gallant Oak Pl.
                        The Woodlands, TX 77381

      Either party may change its address for notice  hereunder by notice to the
other party.

      5.2 Entire  Agreement.  This Agreement  contains the entire  agreement and
understanding  between  the  parties  with  respect  to its  subject  matter and
supersedes all prior agreements, written or oral, with respect thereto; provided
that nothing herein shall in any way limit the obligation, rights or liabilities
of the parties under any written stock option agreement  separately entered into
by the parties.

      5.3 Waivers  and  Amendments.  This  Agreement  may be amended,  modified,
superseded,  canceled,  renewed or extended, and the terms and conditions hereof
may be waived,  only by a written  instrument  signed by the  parties or, in the
case of a waiver, by the party waiving  compliance.  No delay on the part of any
party in exercising any right,  power or privilege  hereunder shall operate as a
waiver  thereof,  nor  shall any  waiver on the part of any party of any  right,
power or privilege  hereunder,  nor any single or partial exercise of any right,
power or privilege  hereunder  preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

      5.4  Governing  Law;  Venue.  This  Agreement  shall be  governed  by, and
construed in accordance  with, the laws of the State of Texas without  reference
to principles governing choice or conflicts of law.

      5.5 Assignment.  This Agreement, and any rights and obligations hereunder,
may not be assigned by any party hereto without the prior written consent of the
other  party,  except that the Company may assign this  Agreement  to any of its
subsidiaries  or  affiliates  without  the  Executive's  consent  provided  such
assignment  does not  diminish  any of the  Executive's  benefits or rights,  or
increase in any material respect any of the Executive's obligations, hereunder.

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

      5.7 Headings.  The headings in this  Agreement are for reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

                  [Signature appears on the following page.]

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      WITNESS  WHEREOF,  the parties have executed this Agreement as of the date
and year first above written.

                                        THE JACKSON RIVERS COMPANY, INC.
                                        A Florida corporation

                                        By:/s/ Jeffrey Flannery
                                        Name:  Jeffrey Flannery
                                        Title:  Chief Executive Officer

                                        EXECUTIVE:

                                        James E. Nelson
                                        --------------------------------------
                                          James E. Nelson