Exhibit 2










                      AGREEMENT AND PLAN OF SHARE EXCHANGE



                                      AMONG



                             EDISON RENEWABLES, INC.

                                       AND


                            THE PERSONS SET FORTH ON
                            THE SIGNATURE PAGE HEREOF




                           Dated as of August 3, 2004


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                                TABLE OF CONTENTS

     1.   AGREEMENT AND PLAN OF SHARE EXCHANGE

AGREEMENT AND PLAN OF SHARE EXCHANGE.........................................1

     2.   SCHEDULES

SCHEDULE 3.2(a)(ii)...........................................................
SCHEDULE 3.3 .................................................................
SCHEDULE 3.5 .................................................................
SCHEDULE 3.7 .................................................................
SCHEDULE 3.10.2 ..............................................................
SCHEDULE 3.14 ................................................................
SCHEDULE 3.20 ................................................................
SCHEDULE 3.23 ................................................................
SCHEDULE 4.2(b) ..............................................................
SCHEDULE 4.6 .................................................................
SCHEDULE 4.7 .................................................................
SCHEDULE 4.20 ................................................................
SCHEDULE 4.21 ................................................................
SCHEDULE 5.2 . ...............................................................





<PAGE>

     AGREEMENT  AND PLAN OF SHARE  EXCHANGE  dated as of  August  3, 2004 by and
among EDISON  RENEWABLES,  INC., a Nevada  corporation  (the  "Company") and the
persons set forth on the signature page hereto (the  "NextPhase  Shareholders").
The Company and the NextPhase  Shareholders are sometimes  collectively referred
to as the "Parties" and individually as a "Party".

                                    RECITALS:
                                    ---------

     Company is a publicly  traded  company which  currently has its  securities
traded on the OTC Bulletin Board. The Company currently has no operations.

     The NextPhase  Shareholders own all of the issued and outstanding shares of
common stock (no par value per share) (the "NextPhase Common Stock) of NextPhase
Technologies, Inc., a California corporation ("NextPhase")

     NextPhase owns  technology  relating to high speed wireless  networks which
have the ability to penetrate  densely populated areas, and special antennas and
equipment in the area of microwave technology (the "Assets").

     Subject to the terms and conditions  hereof,  the Company deem it desirable
and in the best interests of their respective corporations and shareholders that
the NextPhase  Shareholders  shall exchange their  respective  NextPhase  Common
Stock for shares of common stock $.001 par value per share, (the "Company Common
Stock") of the Company, upon the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the mutual  benefits  to be derived
hereby and the  representations,  warranties,  covenants and  agreements  herein
contained, the Parties agree as follows:

                                    ARTICLE I

                            DEFINED TERMS; SCHEDULES

1.1  Defined  Terms.  Capitalized  terms  used in this  Agreement  will have the
meanings given such terms in Article XIV hereof or elsewhere in the text of this
Agreement,  and variants and  derivatives  of such terms shall have  correlative
meanings.

1.2  Schedules.  References to a Schedule will include any applicable disclosure
expressly  set  forth  on  the  face  of  any  other  Schedule  if  specifically
cross-referenced  to such other  Schedule.  Each  Schedule and the  information,
agreements and documents  expressly listed in each Schedule will be considered a
part of this  Agreement  as if set  forth  herein  in full and will be deemed to
constitute  representations and warranties under this Agreement,  limited as set
forth in the applicable provision of this Agreement under which such Schedule is
delivered  or on  the  face  of  such  Schedule;  provided,  however,  that  the
representations and warranties set forth in this Agreement shall not be affected
or deemed  qualified,  modified  or  limited in any  respect by the  information
provided  in  the  Schedules
<PAGE>


except to the extent that any  qualification,  modification or limitation to any
representation and warranty is expressly and conspicuously set forth on the face
of such particular Schedule.

                                   ARTICLE II

                                 SHARE EXCHANGE

2.1  Share Exchange.

     (a)  Subject to the terms and provisions set forth in this Agreement,  each
share of NextPhase Common Stock issued and outstanding  immediately prior to the
Effective  Time shall,  automatically  and  without  any  further  action of the
NextPhase  Shareholders or the Company be exchanged for one (1) share of Company
Common Stock.

     (b)  If any NextPhase  Shareholder is entitled to receive fractional shares
of Purchaser  Common Stock pursuant to the Share  Exchange,  such holder instead
will be entitled to receive (i) one whole share of Company  Common Stock in lieu
of such  fractional  share if such holder would have  otherwise been entitled to
receive or purchase  one-half or more of a share of Company  Common  Stock;  and
(ii)  otherwise  such holder  shall not be  entitled to receive or purchase  any
additional shares or fractional shares.

     (c)  Subject to the  provisions  hereof,  each  outstanding  certificate or
certificates held by a NextPhase Shareholder theretofore  representing shares of
NextPhase Shares,  and theretofore  surrendered by such holder to the Company or
its transfer  agent for  cancellation,  shall be entitled to receive in exchange
therefor (i) as promptly as practicable  after the Effective Time,  certificates
representing  that  NextPhase  Shareholder's  proportionate  number of shares of
Company Common Stock for each share of NextPhase Common Stock surrendered, as is
specified in Section  2.1(a)  hereof.  If the shares of Company Common Stock (or
any portion  thereof) are to be delivered to any person other than the person in
whose name the certificate or  certificates  representing  the NextPhase  Common
Stock surrendered in exchange therefor are registered,  in addition to any other
requirements  of  applicable  law, it shall be a condition to such exchange that
the  certificate or certificates  so surrendered  shall be properly  endorsed or
otherwise  be in proper form for transfer  and that the person  requesting  such
exchange  shall pay to the Company or its  transfer  agent any transfer or other
taxes  required by reason of the  delivery of Company  Common  Stock to a person
other than the registered holder of the certificate or certificates surrendered,
or shall establish to the satisfaction of the Company or its transfer agent that
such tax has been paid or is not applicable.

     (d)  The  Company  Common  Stock is being  issued  hereunder  in a  private
transaction  exempt from  registration  under Section 5 of the  Securities  Act,
pursuant to Section 4(2) of the Securities Act, and  accordingly  such shares of
Company Common Stock may not be sold or otherwise  transferred or disposed of by
the holders  thereof  unless they are  registered  under the  Securities  Act or
unless  an  exemption  from  such  registration  is  available.  Accordingly,  a
restrictive  legend  will be placed on any  instruments,  certificates  or other
documents  evidencing  such shares of Company Common Stock in, or  substantially
in, the following form:

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                    "The shares  represented by this  certificate  have not been
                    registered  under the Securities  Act of 1933.  These shares
                    have been acquired for investment and not for  distribution.
                    They  may  not  be  sold,  assigned,   mortgaged,   pledged,
                    hypothecated,  transferred or otherwise  disposed of without
                    an effective  registration  statement  for such shares under
                    the  Securities Act of 1933 or an opinion of counsel for the
                    Company that registration is not required under such Act."

     (e)  Unless  and  until  outstanding  certificates  representing  shares of
NextPhase  Common  Stock prior to the  Effective  Time shall be  surrendered  as
provided in Section 2.1(c)  hereof,  dividends and other  distributions,  if any
(including,  without  limitation,  any shares  issuable in connection with stock
split-ups or other recapitalizations),  payable as of any date subsequent to the
Effective  Time to the holders of record of shares of Company Common Stock shall
not be paid to the  holders of such  certificates,  but in the case of each such
certificate  which shall be so  surrendered:  (i) there shall be paid, upon such
surrender,  to the record holder of the certificate for shares of Company Common
Stock  issued in  exchange  therefor,  the full  amount,  without  any  interest
thereon,  of the  dividends  and any  other  distributions  (including,  without
limitation,  any  shares  issued in  connection  with stock  split-ups  or other
recapitalizations)  referred  to above which  theretofore  became  payable  with
respect to the  number of shares of Company  Common  Stock  represented  by such
certificate;  and (ii) there shall be paid to such record holder, on the payment
date  therefor,  the  amount of any such  dividend  or other  distribution  with
respect to such number of shares,  if the record date for the  determination  of
the stockholders  entitled to such dividend or other distribution shall be prior
to the surrender of such certificate but the payment date of such dividend shall
be subsequent to such surrender.

     (f)  Promptly after the Effective Time, the Company's  transfer agent shall
mail to each holder of certificates that immediately prior to the Effective Time
represented  NextPhase  Common  Stock  a  form  of  letter  of  transmittal  and
instructions for use in surrendering  such  certificates  and receiving  Company
Common Stock in exchange therefor.

     (g)  No holder of NextPhase  Common Stock shall have any of the rights of a
stockholder  of the Company with respect to Company Common Stock to be issued in
the share exchange hereunder until the Effective Time.

2.2  Further  Assurances.  The NextPhase  Shareholders  and NextPhase each agree
that, from time to time, after the Closing, as and when requested by the Company
or by its successors and assigns,  officers of the Company shall, in the name of
each of the NextPhase Shareholders or NextPhase, as the case may be, execute and
deliver,  or cause to be  executed  and  delivered,  at the sole  expense of the
Company, all deeds, assignments and other instruments and shall take or cause to
be taken all such other and further actions as the Company may deem necessary or
appropriate  in order more fully to compete and confirm to the Company  title to
and  possession of all the property,  rights,  privileges,  immunities,  powers,
purposes,  franchises  and all and every other  interest of the shares  exchange
referred  to in Section 2.1 hereof,  and  otherwise  to carry out the intent and
purposes of this Agreement.


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                                   ARTICLE III

          REPRESENTATIONS AND WARRANTIES OF THE NEXTPHASE SHAREHOLDERS

     The  NextPhase  Shareholders,  jointly and  severally,  make the  following
representations   and   warranties  to  the  Company.   Each  of  the  following
representations  and warranties  shall be deemed material,  and the Company,  in
executing,  delivering  and  consummating  this  Agreement,  has relied upon the
correctness  and  completeness,  in all  material  respects,  of  each  of  such
representations and warranties:

3.1  Valid Existence; Qualification.  NextPhase is a corporation duly organized,
validly existing and in good standing under the laws of the State of California.
NextPhase has the power to carry on its business as now conducted and to own its
assets.  NextPhase is not qualified to do business as a foreign  corporation  in
any other state or  jurisdiction,  and is not required to be so qualified in any
other  jurisdiction  in order to own its assets or carry on its  business as now
conducted,  and there has not been any  claim by any other  jurisdiction  to the
effect that  NextPhase is required to qualify or otherwise be  authorized  to do
business  as  a  foreign  corporation   therein.   The  copies  of  NextPhases's
certificate of Incorporation,  as amended to date, certified by the Secretary of
the State of  California,  and  By-Laws,  as amended to date  (certified  by the
Secretary of NextPhase),  which have been delivered to the Company, are true and
complete copies of those documents as in effect on the date hereof.

3.2  Capitalization.

     (a)  The  authorized  capital stock of NextPhase  consists of Fifty Million
(50,000,000)  shares of Common  Stock,  no par value per share,  of which Twelve
Million Nine Hundred  Forty-Three  Thousand  (12,943,000)  shares are issued and
outstanding.  All of such  issued and  outstanding  shares of  NextPhase  Common
Stock,  as of the date  hereof are,  and as of the  Closing  Date shall be, duly
authorized,  validly  issued,  fully  paid  and  nonassessable.   There  are  no
outstanding  Derivative  Securities of NextPhase  that are  convertible  into or
exchangeable  for any  securities  of  NextPhase,  and there are no  outstanding
subscriptions,   options,  warrants,  rights,  calls  or  other  commitments  or
agreements to which NextPhase is a party or by which it is bound calling for the
issuance,  transfer,  sale or  disposition  of any  securities  of  NextPhase or
Derivative  Securities.  Each NextPhase  Shareholder owns outright the number of
shares  of  NextPhase  Common  Stock set forth  next to his  respective  name on
Schedule 3.2(a)(ii) attached hereto, free and clear of all Liens.

     (b) NextPhase has not made any investments in, and does not own, any of the
capital stock of, or any other equity interest in, any other Person.

3.3  Consents.  Except as set forth on Schedule 3.3 attached hereto,  no consent
of any Body or other  Person is required to be received by or on the part of the
NextPhase  Shareholders  or NextPhase to enable the  NextPhase  Shareholders  to
enter into and carry out this Agreement and the Transaction.


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3.4  Authority; Binding Nature of Agreement.

     (a) The  NextPhase  Shareholders  each have the capacity to enter into this
Agreement and carry out their respective obligations hereunder.

     (b) This Agreement  constitutes the valid and binding obligation of each of
the NextPhase Shareholders and is enforceable against each of them in accordance
with its terms.

3.5  Financial Statements.  The NextPhase Financial Statements,  a copy of which
is set forth in Schedule 3.5, (i) are true and complete,  (ii) are in accordance
with the Books and Records of  NextPhase,  (iii)  fairly  present the  financial
position of NextPhase as of the NextPhase  Balance Sheet Date and the results of
their  operations for the year ended March 31, 2004 and the interim period ended
June 30, 2004, and (iv) were prepared in conformity with United States generally
accepted  accounting  principles  consistently  applied  throughout  the periods
covered thereby.

3.6  Liabilities.  As at the  NextPhase  Balance  Sheet Date,  NextPhase  had no
Liabilities,  other than those Liabilities  reflected or reserved against in the
NextPhase  Balance  Sheet,  and  there was no basis  for the  assertion  against
NextPhase of any Liability not so reflected or reserved against therein.

3.7  Actions  Since the  NextPhase  Balance  Sheet  Date.  Except  as  otherwise
expressly  provided or set forth in, or required by, this  Agreement,  or as set
forth in Schedule 3.7 attached hereto,  since the NextPhase  Balance Sheet Date,
NextPhase has not (i) incurred any material  Liability or other Liability not in
the ordinary and usual course of business  and  consistent  with past  practice,
(ii) made any wage or salary increases or granted any bonuses;  (iii) mortgaged,
pledged or  subjected  to any Lien any of its assets,  or  permitted  any of its
assets to be subjected to any Lien;  (iv) sold,  assigned or transferred  any of
its assets,  except in the ordinary and usual course of business consistent with
past practice; (v) changed its accounting methods, principles or practices; (vi)
revalued  any of its assets,  including,  without  limitation,  writing down the
value of inventory or writing off notes or accounts  receivable;  (vii) incurred
any damage,  destruction or loss (whether or not covered by insurance) adversely
affecting its assets or business  which has had or could be reasonably  expected
to have a Material Adverse Effect; (viii) canceled any indebtedness or waived or
released  any right or claim;  (ix)  incurred  any  Material  Adverse  Change in
employee relations;  (x) amended,  canceled or terminated any Contract or Permit
or entered  into any  Contract or Permit which was not in the ordinary and usual
course of business consistent with past practice;  (xi) increased or changed its
assumptions  underlying,  or  methods  of  calculating,   any  doubtful  account
contingency  or  other  reserves;   (xii)  paid,  discharged  or  satisfied  any
Liabilities  other than the payment,  discharge or  satisfaction in the ordinary
and usual  course of business of  Liabilities  set forth or reserved  for on the
NextPhase  Balance  Sheet,  as the case may be, or  thereafter  incurred  in the
ordinary and usual course of business consistent with past practice; (xiii) made
any capital  expenditure,  entered into any lease or incurred any  obligation to
make any  capital  expenditure;  (xiv)  failed  to pay or  satisfy  when due any
Liability;  (xv)  failed  to carry on its  business  in the  ordinary  and usual
course,  consistent  with the past practice,  so as to reasonably keep available
the services of its  employees,  and to preserve its assets and business and the
goodwill of its suppliers,  customers,  distributors  and others having business
relations  with it;  (xvi)  disposed of or allowed the lapse of any  Proprietary
Rights or  disclosed  to any Person any  Proprietary  Rights not  theretofore  a
matter of public  knowledge;  (xvii)

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issued or sold,  or agreed to issue or sell,  any of its capital stock or shares
of capital, as the case may be, options,  warrants,  rights or calls to purchase
such stock or shares,  any securities  convertible into or exchangeable for such
capital stock, shares of capital or other corporate securities,  or effected any
subdivision or other  recapitalization  affecting its capital stock or shares of
capital,  as the case may be; (xviii) declared,  paid or set aside any dividends
or other distributions or payments on its capital stock or shares of capital, as
the case may be, or redeemed or repurchased,  or agreed to redeem or repurchase,
any of its shares of its capital stock or shares of capital, as the case may be;
(xix) made any loans or advances to any Person, or assumed, guaranteed, endorsed
or otherwise became responsible for the obligations of any Person; (xx) incurred
any indebtedness for borrowed money (except as a result of its endorsement,  for
collection or deposit,  of negotiable  instruments  received in the ordinary and
usual course of business); or (xxi) other than this Agreement or the Transaction
contemplated  hereby,  entered into any  transaction or course of conduct not in
the ordinary and usual course of business and consistent with past practice.

3.8  Adverse Developments. Since the NextPhase Balance Sheet Date there has been
no Material  Adverse Change in the assets,  business,  operations  (financial or
otherwise), or prospects of NextPhase,  there has been no act or omission on the
part of NextPhase or others which would form the basis for the assertion against
NextPhase of any material Liability,  no other event has occurred which could be
reasonably  expected  to have a  Material  Adverse  Effect,  and  the  NextPhase
Shareholders  do not know of any  development  or  threatened  development  of a
nature which could be reasonably expected to have a Material Adverse Effect.

3.9  Taxes. All taxes, including,  without limitation,  income, property, sales,
use,  utility,  franchise,   capital  stock,  excise,  value  added,  employees'
withholding,  social  security  and  unemployment  taxes  imposed  by the United
States,  any state,  locality or any foreign  country and any and all  political
subdivisions  thereof and localities  therein, or by any other taxing authority,
which  have or may  become due or payable  by  NextPhase  and all  interest  and
penalties thereon, whether disputed or not, have been paid in full or adequately
provided for by reserves shown in the Books and Records;  all deposits  required
by law to be made by NextPhase with respect to estimated  income,  franchise and
employees' withholding taxes have been duly made; and all tax returns, including
estimated tax returns,  required to be filed have been duly and timely filed. No
extension of time for the assessment of deficiencies  for any year is in effect.
No deficiency notice is proposed, or, to the knowledge of NextPhase,  threatened
against NextPhase. The tax returns of NextPhase have never been audited.

3.10 Ownership of Assets; Trademarks, Patents, Etc.

     3.10.1 Assets Generally.

          (a)  NextPhase  owns outright,  and has good and marketable  title to,
all of the Assets , free and clear of all Liens.  None of the Assets are subject
to any restriction  with regard to  transferability.  NextPhase does not own any
assets other than the Assets.


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<PAGE>

          (b) NextPhase does not have any  agreements,  options,  commitments or
understandings  with,  of or to any person to  acquire  any of the Assets or any
rights or interest therein, except for this Transaction.

     3.10.2  Trademarks,  Patents,  Etc.  Schedule  3.10.2 sets forth a true and
complete list of (including, without limitation, each application number, serial
number or registration  number,  the class of goods or services  covered and the
expiration  date  for  each  country  in  which a  Proprietary  Right  has  been
registered)  and a brief  description of all any and all registered  trademarks,
registered   service  marks,   trademark  and  service  mark   applications  and
unregistered trademarks and service marks included in, or related to, the Assets
(collectively,  the "Trademarks"),  patents and copyrights  (including,  without
limitation,  all registrations,  licenses and applications  pertaining thereto),
patent  license  rights,  trade  secrets,  franchises,   inventions,  processes,
designs,  specifications,  plans, drawings,  system documentation,  programming,
databases,  know-how,  confidential information, shop rights, licenses, internet
domain names,  world wide web addresses and all other  proprietary  information,
processes and formulae  owned by NextPhase (the "Other  Intellectual  Property")
and all other intellectual property rights related thereto  (collectively,  with
the Trademarks and the Other Intellectual  Property,  the "Proprietary Rights").
No other person,  firm or corporation  has any  proprietary or other interest in
any such  Proprietary  Rights  and  NextPhase  is not a party to or bound by any
contract  requiring  the  payment  to any  person,  firm or  corporation  of any
royalty.  NextPhase is not infringing upon any  Proprietary  Rights or otherwise
violating the rights of any third party with respect thereto, and no proceedings
have been instituted, and no claim has been received by NextPhase, and NextPhase
and the  NextPhase  Shareholders  are not aware of any claim,  alleging any such
violation.  There are no pending  applications  with  regard to any  Proprietary
Right.  NextPhase  has taken all  reasonable  and  prudent  steps to protect the
Proprietary  Rights from infringement by any other person. No other person,  (i)
has the  right to use any of  NextPhase's  Trademarks  on the  goods  on,  or in
connection  with the  services  for,  which they are now being  used,  either in
identical form or, to the best of the NextPhase Shareholders' knowledge, in such
near resemblance  thereto as to be likely, when applied to the goods or services
of any such  person,  to cause  confusion  with  such  Trademarks  or to cause a
mistake or to  deceive,  (ii) has a license or the right to use any  Proprietary
Right of  NextPhase,  whether by license,  sublicense  or other rights (iii) has
notified  NextPhase  that it is claiming  any  ownership of or right to use such
Proprietary  Rights,  or  (iv)  to  the  best  of  the  NextPhase  Shareholders'
knowledge, is infringing upon any such Proprietary Rights in any way.

3.11 Insurance. NextPhase has no insurance policies.

3.12 Litigation; Compliance with Law. There are no Actions relating to NextPhase
or any of its Assets pending or, to the knowledge of the NextPhase Shareholders,
threatened,  or any  order,  injunction,  award or decree  outstanding,  against
NextPhase or against or relating to any of its assets; and there exists no basis
for any such  Action.  NextPhase  is not in  violation  of any law,  regulation,
ordinance,  order,  injunction,  decree,  award,  or  other  requirement  of any
governmental  or other  regulatory  Body,  court or  arbitrator  relating to its
assets.

3.13 Real Property. NextPhase does not own or lease, or use under license or the
like, any real property.

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3.14 Agreements and  Obligations;  Performance.  Except for the Contracts listed
and briefly  described in Schedule 3.14 attached hereto (the  "NextPhase  Listed
Agreements"), NextPhase is not a party to, or bound by, any Contract.

3.15 Condition of Assets. NextPhase does not own any tangible personal property.


3.16  Permits and  Licenses.  NextPhase  does not  require any Permits  from any
Bodies.

3.17 Occupational Heath and Safety and Environmental  Matters. The operations of
NextPhase  does not  require or have any,  Permits  from any Bodies  relating to
occupational health and safety or environmental matters. There is no litigation,
investigation or other proceeding  pending or, to the knowledge of the NextPhase
Shareholders,  threatened or known to be  contemplated by any Body in respect of
or relating  to  NextPhase  with  respect to  occupational  health and safety or
environmental matters.  NextPhase is not liable in any respect for any violation
of any,  applicable  United  States  federal,  state,  local or foreign  laws or
regulations,  pertaining  to  occupational  health and safety and  environmental
matters,  including,   without  limitation,  those  relating  to  the  emission,
discharge,  storage,  release or disposal of Materials of Environmental  Concern
into ambient air,  surface  water,  ground water or land surface or  sub-surface
strata or otherwise relating to the manufacture,  processing, distribution, use,
handling, disposal or transport of Materials of Environmental Concern. NextPhase
has not  received  any notice of a possible  claim or citation  against it or in
respect of, or with regard to its respective assets or the Business, relating to
occupational  health  and safety or  environmental  matters,  and the  NextPhase
Shareholders are not aware of any basis for any such Action.

3.18 [Intentionally omitted.]

3.19 [Intentionally omitted.]

3.20 Employment  Relations.  Schedule  3.20 contains a true and complete list of
all current employees and independent  contractors of NextPhase,  the address of
their place of work, and their respective salaries and or compensation  packages
for the past 12  months.  The  aggregate  annual  compensation  and/or  benefits
payable by NextPhase in NextPhase's most recently completed fiscal year, and for
NextPhase's  current  fiscal  year  is  $  -0-  and  estimated  to  be  $500,000
respectively.   No  employees  have  expressed  intention  to  leave  NextPhase.
NextPhase has not made any promises of increases in wages, salary, compensation,
payments,  benefits or  otherwise.  In the past,  to the knowledge of NextPhase,
NextPhase has complied with all United States federal,  state,  local,  foreign,
and other  applicable  laws,  rules and  regulations  respecting  employment and
employment  practices,  terms and  conditions of employment and wages and hours,
and has not engaged in any unfair labor practice  which, in any of the foregoing
cases,  could have a Material Adverse Effect.  There is not pending,  or, to the
knowledge of the NextPhase  Shareholders  threatened,  any unfair labor practice
charge or complaint  against  NextPhase by or before the United  States  Federal
National Labor Relations Board or any comparable state,  local or foreign agency
or  authority.  No  litigation,   arbitration,   administrative   proceeding  or
governmental  investigation  is  now  pending,  and,  to  the  knowledge  of the
NextPhase Shareholders,  no current, former or prospective employee has made any
claim or has

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<PAGE>


threatened litigation,  arbitration,  administrative  proceeding or governmental
investigation,   against   NextPhase   arising  out  of  any  law   relating  to
discrimination against employees or employment practices.

3.21 Employee Benefit Plans.

     3.21.1  NextPhase  has  no  plan,  program,  policy,  practice,   contract,
agreement  or  other   arrangement   providing  for   compensation,   severance,
termination  pay,  performance  awards,  stock or stock-related  awards,  fringe
benefits or other  employee  benefits of any kind,  whether  formal or informal,
proposed  or final,  funded or  unfunded  and  whether or not  legally  binding,
including,  without limitation, each employee benefit plan within the meaning of
Section  3(3) of the  Employment  Retirement  Income  Security  Act of 1974,  as
amended,  and  regulations  promulgated  thereunder  ERISA and  NextPhase has no
liability in connection therewith or with regard thereto.

3.22 No Breach.  Neither  the  execution  and  delivery  of this  Agreement  nor
compliance by the NextPhase  Shareholders  with any of the provisions hereof nor
the consummation of the Transaction will:

     (a)  violate  or  conflict  with  any  provision  of  the   Certificate  of
Incorporation, By-Laws or other organizational document of NextPhase;

     (b)  violate or  conflict  with or,  alone or with notice or the passage of
time, or both,  result in the breach or  termination  of, or otherwise  give any
party the right to  terminate,  or  declare  a Default  under,  the terms of any
Contract to which  NextPhase or any of the NextPhase  Shareholders is a party or
by which any of them may be bound,  or  otherwise  violate or conflict  with any
Permit of any Body;

     (c) result in the  creation of any Lien upon any of the assets of NextPhase
or the NextPhase Shares;

     (d) violate any judgment,  order,  injunction,  decree or award against, or
binding upon NextPhase or any of the NextPhase  Shareholders  or upon any of the
assets of NextPhase; or

     (e) violate any law or regulation of any jurisdiction relating to NextPhase
or any of the NextPhase Shareholders or the Assets.

3.23  Brokers.  Except as set forth on Schedule 3.23  attached  hereto,  neither
NextPhase  nor  the  NextPhase  Shareholders  have  engaged,  consented  to,  or
authorized any broker, finder,  investment banker or other third party to act on
its behalf, directly or indirectly, as a broker or finder in connection with the
Transaction.

3.24 Prior Names and  Addresses.  Since  inception,  NextPhase  has not used any
business  name or had any  business  address  other  than its  current  name and
business address.

                                       9
<PAGE>

3.25  Books and  Records.  NextPhase  has made and kept (and  given the  Company
access to) its Books and Records and  accounts,  which,  in  reasonable  detail,
accurately  and fairly  reflect the  activities of NextPhase.  NextPhase has not
engaged in any  material  transaction,  maintained  any bank account or used any
corporate or company  funds  except for  transactions,  bank  accounts and funds
which have been and are reflected in the normally  maintained  Books and Records
of NextPhase.

3.26 Payments.  Neither NextPhase nor the NextPhase  Shareholders have, directly
or  indirectly  paid or delivered  any fee,  commission or other sum of money or
item or property, however characterized, to any finder, agent, client, customer,
supplier, government official or other Person, in the United States or any other
country,  which is illegal under any federal,  state or local laws of the United
States (including,  without limitation,  the U.S. Foreign Corrupt Practices Act)
or such other country.

3.27 Sales of Securities.  No communication made by NextPhase in connection with
the offer,  sale or issuance of its securities to investors  contains any untrue
statement  of a material  fact or omits to state a material  fact  necessary  in
order to make the  statements  made not  misleading.  All offers,  sales  and/or
issuances of  securities  by  NextPhase  have been made  pursuant to  applicable
exceptions from registration under Section 5 of the Securities Act.

3.28 Investment Representations.

     (a) No  Registration.  Each  NextPhase  Shareholder  understands  that  the
issuance  and/or resale of the shares of Company Common Stock is not, and is not
being,  registered  under the  Securities  Act and the shares of Company  Common
Stock  must  be  held  indefinitely  unless  they  are  subsequently  registered
thereunder or an exemption from such registration is available.

     (b) Accreditation/Sophistication. Each NextPhase Shareholder represents and
warrants further that (i) he is either an "accredited investor," as such term is
defined in Rule 501(a) promulgated under the Securities Act, or, either alone or
with  his  purchaser  representative,  has  such  knowledge  and  experience  in
financial and business  matters that he is capable of evaluating  the merits and
risks of the acquisition of the shares of Company Common Stock;  (ii) he is able
to bear the  economic  risks of an  investment  in the shares of Company  Common
Stock, including, without limitation, the risk of the loss of part or all of his
investment  and the  inability to sell or transfer the shares of Company  Common
Stock for an indefinite period of time; (iii) he has adequate financial means of
providing for current needs and  contingencies  and has no need for liquidity in
his investment in the shares of Company Common Stock;  and (iv) he does not have
an overall  commitment to investments  which are not readily  marketable that is
excessive in  proportion to net worth and an investment in the shares of Company
Common Stock will not cause such overall commitment to become excessive.

     (c) Company Information.  Each NextPhase  Shareholder has each reviewed all
of  Company's  reports,   proxy  and  information  statements  and  registration
statements  filed by the Company  with the SEC via the EDGAR system and each has
been afforded the opportunity to obtain such information regarding Company as he
has reasonably requested to evaluate the merits and risks

                                       10
<PAGE>

of the  undersigned's  investment in the shares of Company Common Stock. No oral
or written  representations have been made or oral information  furnished to the
undersigned  or his advisers in connection  with the investment in the shares of
Company Common Stock.

     (d) Legend. The undersigned  acknowledges that a restrictive  legend, in or
substantially  in  the  following  form,  will  be  placed  on  any  instrument,
certificate or other document evidencing the shares of Company Common Stock:

                    "The shares  represented by this  certificate  have not been
                    registered  under the Securities  Act of 1933.  These shares
                    have been acquired for investment and not for  distribution.
                    They  may  not  be  sold,  assigned,   mortgaged,   pledged,
                    hypothecated,  transferred or otherwise  disposed of without
                    an effective  registration  statement  for such shares under
                    the  Securities Act of 1933 or an opinion of counsel for the
                    Company that registration is not required under such Act."

3.29 Untrue or Omitted Facts.  No  representation,  warranty or statement by the
NextPhase   Shareholders  in  this  Agreement  or  contained  in  any  Contract,
agreement, document or item furnished by NextPhase or the NextPhase Shareholders
to the Company  relating to this  Agreement  and the  transactions  contemplated
hereby,  contains any untrue  statement of a material  fact, or omits to state a
fact necessary in order to make such  representations,  warranties or statements
not  materially  misleading.  Without  limiting the generality of the foregoing,
there is no fact known to  NextPhase  that has had,  or which may be  reasonably
expected to have, a material  adverse effect on the Transaction  contemplated by
this Agreement, or the future use of the Assets by the Company that has not been
disclosed in this Agreement.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company and Corey Morrison  ("Morrison"),  jointly and severally,  make
the following  representations and warranties to the NextPhase Shareholders each
of which shall be deemed material,  and the NextPhase Shareholders in executing,
delivering and consummating this Agreement,  has relied upon the correctness and
completeness,  in all material  respects,  of each of such  representations  and
warranties:

4.1 Valid Existence; Qualification. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada. The
Company has the power to carry on its business as now  conducted  and to own its
assets. The Company is qualified to do business as a foreign  corporation in the
State  of  New  York  and is  not  required  to be so  qualified  in  any  other
jurisdiction  in  order  to own its  assets  or  carry  on its  business  as now
conducted,  and there has not been any  claim by any other  jurisdiction  to the
effect that the Company is required to qualify or otherwise be  authorized to do
business  as  a  foreign  corporation  therein.  The  copies  of  the  Company's
Certificate of Incorporation,  as amended to date,  certified by the appropriate
regulatory Body in their respective state of incorporation,  and its By-Laws, as
amended to date  (certified by the


                                       11
<PAGE>

Secretary  of  the  Company),   which  have  been  delivered  to  the  NextPhase
Shareholders,  are true and complete  copies of those  documents as in effect on
the date hereof.

4.2  Capitalization.

     (a) The  authorized  capital  stock of the Company  consists of Two Hundred
Million  (200,000,000)  shares of Common  Stock,  $.001 par value per share,  of
which Two Hundred  Fourteen  Thousand Four Hundred Seventy Five (214,475) shares
are issued and outstanding,  and Twenty Million (20,000,000) shares of Preferred
Stock, $.001 par value per share, none of which are issued and outstanding.  All
of such  issued and  outstanding  shares of the  Company  Common  Stock are duly
authorized,  validly  issued,  fully  paid  and  nonassessable.   There  are  no
outstanding  Derivative  Securities of the Company that are convertible  into or
exchangeable  for any  securities  of the Company  and there are no  outstanding
subscriptions,   options,   warrants,  rights,  calls  or  other  commitment  or
agreements  to which the Company is a party or by which it is bound  calling for
the issuance,  transfer, sale or disposition of any securities of the Company or
Derivative Securities.

     (b) Except as set forth in  Schedule  4.2(b),  the Company has not made any
investments  in,  and does not own,  any of the  capital  stock of, or any other
equity interest in, any other Person.

4.3  Consents. No consent of any Body or other Person is required to be received
by or on the part of the  Company to enable the  Company to enter into and carry
out this Agreement and the Transaction.

4.4  Authority; Binding Nature of Agreement.

     (a) The Company has the  corporate  power and  authority to enter into this
Agreement and carry out its obligations hereunder. The execution and delivery of
this Agreement and the consummation of the Transaction have been duly authorized
by the boards of directors of the Company, and no other corporate proceedings on
the part of the Company are necessary to authorize the execution and delivery of
this Agreement and the consummation of the Transaction.

     (b) This Agreement  constitutes the valid and binding obligation of each of
the Company and is enforceable against it in accordance with its terms.

4.5  Financial  Statements.  The Company  Financial  Statements  included in the
Company's  Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004
(i) are true and complete,  (ii) are in accordance with the Books and Records of
the Company,  (iii) fairly  present the financial  position of the Company as of
the the Company  Balance Sheet Date and the results of their  operations for the
year ended March 31, 2004,  and (iv) are prepared in conformity  with  generally
accepted accounting principles, consistently applied, and with Regulation S-X or
Regulation S-B Item 310, as applicable,  promulgated  under the Securities  Act,
throughout the periods covered thereby.


                                       12
<PAGE>

4.6  Liabilities. Except as set forth in Schedule 4.6 attached hereto, as of the
Company  Balance Sheet Date,  the Company had no  Liabilities,  other than those
Liabilities  reflected or reserved  against in the the Company  Balance Sheet or
Liabilities  which do not or will  not have a  Material  Adverse  Effect  on the
Company,  and there was no basis for the  assertion  against  the Company of any
Liability not so reflected or reserved  against in the the Company Balance Sheet
or which does not and will not have a Material Adverse Effect on the Company.

4.7  Actions Since the Company Balance Sheet Date. Except as otherwise expressly
provided or set forth in, or required  by,  this  Agreement,  or as set forth in
Schedule 4.7 attached hereto,  since the Company Balance Sheet Date, the Company
has not (i)  incurred  any  material  Liability;  (ii)  made any wage or  salary
increases or granted any bonuses;  (iii) mortgaged,  pledged or subjected to any
Lien any of its assets,  or  permitted  any of its assets to be subjected to any
Lien;  (iv) sold,  assigned or  transferred  any of its assets;  (v) changed its
accounting  methods,  principles or practices;  (vi) revalued any of its assets,
including,  without  limitation,  writing down the value of inventory or writing
off notes or accounts  receivable;  (vii) canceled any indebtedness or waived or
released any right or claim;  (viii)  incurred any  Material  Adverse  Change in
employee relations;  (ix) amended, canceled or terminated any Contract or Permit
or entered into any Contract or Permit; (x) increased or changed its assumptions
underlying, or methods of calculating, any doubtful account contingency or other
reserves;  (xi) paid,  discharged or satisfied any  Liabilities;  (xii) made any
capital  expenditure,  entered into any lease or incurred any obligation to make
any capital expenditure; (xiii) failed to pay or satisfy when due any Liability,
(A) unless such  failure has not had and is  reasonably  expected  not to have a
Material Adverse Effect on the Company, and (B) except for such Liabilities that
the Company  does not believe in good faith are owed,  do not exceed  $50,000 in
the aggregate,  and were included as  liabilities in the Company  Balance Sheet;
(xiv)  issued or sold,  or agreed to issue or sell,  any of its  capital  stock,
options,  warrants,  rights or calls to  purchase  such  stock,  any  securities
convertible  into or  exchangeable  for such  capital  stock or other  corporate
securities, or effected any subdivision or other recapitalization  affecting its
capital  stock;  (xv)  declared,  paid  or set  aside  any  dividends  or  other
distributions  or payments on its capital stock, or redeemed or repurchased,  or
agreed to redeem or repurchase,  any shares of its capital stock; (xvi) made any
loans or advances to any Person, or assumed,  guaranteed,  endorsed or otherwise
became  responsible  for the  obligations  of any Person;  (xvii)  incurred  any
indebtedness  for borrowed  money  (except as a result of its  endorsement,  for
collection or deposit,  of negotiable  instruments  received in the ordinary and
usual  course  of  business);  or  (xviii)  other  than  this  Agreement  or the
Transaction entered into any transaction or course of conduct.

4.8  Adverse Developments.  Since the Company Balance Sheet Date, there has been
no Material  Adverse Change in the assets,  business,  operations  (financial or
otherwise),  or prospects  of the Company,  there has been no act or omission on
the part of the Company or others  which would form the basis for the  assertion
against the Company of any material Liability, no other event has occurred which
could be reasonably  expected to have a Material Adverse Effect, and the Company
does not know of any  development  or threatened  development  of a nature which
could be reasonably expected to have a Material Adverse Effect.

4.9  Taxes. All taxes, including,  without limitation,  income, property, sales,
use,  utility,  franchise,   capital  stock,  excise,  value  added,  employees'
withholding,  social  security  and

                                       13
<PAGE>

unemployment  taxes  imposed by the United  States,  any state,  locality or any
foreign country, or by any other taxing authority,  which have or may become due
or payable by the  Company  and all  interest  and  penalties  thereon,  whether
disputed or not,  have been paid in full or if not paid,  disclosed in the Books
and Records; all deposits required by law to be made by the Company with respect
to estimated income,  franchise and employees'  withholding taxes have been duly
made; and all tax returns, including estimated tax returns, required to be filed
have been duly and timely  filed.  No  extension of time for the  assessment  of
deficiencies for any year is in effect. No deficiency notice is proposed, or, to
the knowledge of the Company or Morrison,  threatened  against the Company.  The
tax returns of the Company have never been audited.

4.10 Ownership of Assets. The Company does not own any assets.

4.11 Insurance. The Company does not hold any insurance.

4.12 Litigation;  Compliance  with Law.  There are no  Actions  relating  to the
Company or any of its assets or  business,  pending or, to the  knowledge of the
Company,  threatened,  or any  order,  injunction,  award or decree  outstanding
against the Company or against or relating to any of its assets or business; and
to the knowledge of the Company or Morrison,  there exists no basis for any such
Action.  the  Company is not in  violation  of any law,  regulation,  ordinance,
order,  injunction,  decree,  award, or other requirement of any governmental or
other regulatory Body, court or arbitrator relating to its assets.

4.13 Real Property.  The Company does not own or lease,  or use under license or
the like, any real property.

4.14 Agreements and Obligations;  Performance. The Company is not a party to, or
is not bound by, any: (i) Contract which involves aggregate payments or receipts
in excess of $5,000 that cannot be terminated at will without penalty or premium
or any  continuing  Liability;  (ii)  Contract  of any kind  with  any  officer,
shareholder,  director,  or employee of the Company;  (iii) Contract which is in
violation of applicable  law;  (iv) Contract for the purchase,  sale or lease of
any materials,  products,  supplies or services which contains, or which commits
or will commit it for, a fixed term;  (v) Contract of employment  not terminable
at will without  penalty or premium or any continuing  Liability;  (vi) deferred
compensation, bonus or incentive plan or Contract not cancelable at will without
penalty or premium or any continuing  obligation or Liability;  (vii) management
or consulting  Contract not terminable at will without penalty or premium or any
continuing Liability; (viii) license or royalty Contract; (ix) Contract relating
to indebtedness  for borrowed money;  (x) union or other  collective  bargaining
Contract;  (xi) Contract which, by its terms,  requires the consent of any party
thereto  to the  consummation  of the  Transaction  contemplated  hereby;  (xii)
Contract  containing  covenants  limiting  the  freedom of the  Company,  or any
officer or employee  thereof,  to engage or compete in any line of business,  or
with any Person, in any geographical area; (xiii) Contract or option relating to
the  acquisition  or sale of any  business;  (xiv)  voting  agreement or similar
Contract;  (xv) option for the  purchase of any asset,  tangible or  intangible;
(xvi)  franchise,  license or  advertising  Contract;  (xvii)  Contract with the
United States  government,  any state, local or foreign  government,  or (xviii)
other Contract which materially  affects any of its assets,  whether

                                       14


<PAGE>

directly or indirectly, or which was entered into other than in the ordinary and
usual course of business.

4.15 Occupational Heath and Safety and Environmental Matters. The Company has no
operations as of the date hereof. There is no litigation, investigation or other
proceeding  pending or, to the knowledge of the Company or Morrison,  threatened
or known to be  contemplated  by any Body in respect of or  relating to the most
recent  operations  of the Company  (the  "Company  Business")  with  respect to
occupational  health and safety or environmental  matters.  To the Company's and
Morrison's  knowledge,  all previous operations of the Company were conducted in
compliance  with all,  and the  Company  is not  liable in any  respect  for any
violation of any, applicable United States federal, state, local or foreign laws
or regulations,  pertaining to occupational  health and safety and environmental
matters,  including,   without  limitation,  those  relating  to  the  emission,
discharge,  storage,  release or disposal of Materials of Environmental  Concern
into ambient air,  surface  water,  ground water or land surface or  sub-surface
strata or otherwise relating to the manufacture,  processing, distribution, use,
handling,  disposal or  transport of Materials  of  Environmental  Concern.  The
Company has not received any notice of a possible  claim or citation  against or
in respect of any real property leased by the Company,  or with regard to assets
or the the  Company  Business,  relating  to  occupational  health and safety or
environmental  matters and neither  the  Company nor  Morrison  are aware of any
basis for any such Action.

4.16 [Intentionally Omitted]

4.17 Employee  Benefit  Plans.  The  Company  does not  maintain  and has  never
maintained,  nor does the Company make or has ever made  employer  contributions
with respect to its  employees  to, any  "pension" or  "welfare"  benefit  plans
(within the  respective  meanings of  sections  3(2) and 3(1) of ERISA,  and the
Company has no Liability in connection therewith or with regard thereto.

4.18 No Breach.  Neither  the  execution  and  delivery  of this  Agreement  nor
compliance  by  the  Company  with  any  of  the  provisions   hereof,  nor  the
consummation of the Transaction, will:

     (a)  violate  or  conflict  with  any  provision  of  the   Certificate  of
Incorporation or By-Laws of the Company;

     (b)  violate or  conflict  with,  or alone or with notice or the passage of
time, or both,  result in the breach or  termination  of, or otherwise  give any
party the right to  terminate,  or  declare  a Default  under,  the terms of any
Contract to which the Company is a party or by which it may be bound;

     (c)  result  in the  creation  of any Lien  upon any of the  assets  of the
Company;

     (d) violate any judgment,  order,  injunction,  decree or award against, or
binding upon, the Company or upon any of its assets; or

     (e)  violate  any law or  regulation  of any  jurisdiction  relating to the
Company.

                                       15
<PAGE>

4.19 Brokers.  The Company has not  engaged,  consented  to, or  authorized  any
broker,  finder,  investment  banker or other  third party to act on its behalf,
directly  or  indirectly,   as  a  broker  or  finder  in  connection  with  the
Transaction.

4.20 Employment  Relations.  The Company has no  employees  other than those set
forth on Schedule  4.20  attached  hereto.  In the past, to the knowledge of the
Company, the Company has complied with all United States federal,  state, local,
foreign, and other applicable laws, rules and regulations  respecting employment
and  employment  practices,  terms and  conditions of  employment  and wages and
hours,  and has not engaged in any unfair labor  practice  which,  in any of the
foregoing cases, could have a Material Adverse Effect. There is not pending, or,
to the  knowledge  of the  Company or  Morrison  threatened,  any  unfair  labor
practice charge or complaint  against the Company by or before the United States
Federal National Labor Relations Board or any comparable state, local or foreign
agency or authority. No litigation,  arbitration,  administrative  proceeding or
governmental  investigation is now pending, and, to the knowledge of the Company
no  Person  has  made  any  claim  or has  threatened  litigation,  arbitration,
administrative  proceeding or  governmental  investigation  against the Company,
arising  out  of  any  law  relating  to  discrimination  against  employees  or
employment practices.

4.21 Prior Names and Addresses.  Since  inception,  the Company has not used any
business  name or had any  business  address  other  than its  current  name and
business address except as set forth on Schedule 4.21 attached hereto.

4.22 Payments.  The Company has not directly or indirectly paid or delivered any
fee,   commission   or  other  sum  of  money  or  item  or  property,   however
characterized,  to any finder,  agent, client,  customer,  supplier,  government
official or other Person,  in the United States or any other  country,  which is
illegal under any federal,  state or local laws of the United States (including,
without  limitation,  the U.S.  Foreign  Corrupt  Practices  Act) or such  other
country.

4.23 Books and Records. The Company has made and kept (and given the NextPhase
Shareholders access to) its Books and Records and accounts, which, in reasonable
detail, accurately and fairly reflect the activities of the Company. The Company
has not engaged in any material transaction, maintained any bank account or used
any corporate or company funds in connection with its business except for
transactions, bank accounts and funds which have been and are reflected in the
normally maintained Books and Records of the Company.

4.24 SEC  Reports.  The Company has filed with the SEC via the EDGAR  System all
reports,  proxies and  information  statements  since  January 1, 2003,  and all
schedules and exhibits  thereto (the "SEC Reports"),  required to be filed by it
pursuant to the  Exchange  Act.  Each of the SEC Reports,  as of its  respective
date, did not contain any untrue statement of material fact or fail to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading.

4.25 Sales of  Securities.  No  communication  made by the Company in connection
with the offer, sale or issuance of its securities contains any untrue statement
of a material fact or omits to state a material fact  necessary in order to make
the  statements  made not  misleading.  All offers,  sales  and/or  issuances of
securities  by the Company have been made  pursuant to  registration  statements
under the

                                       16
<PAGE>

Securities  Act or pursuant to applicable  exceptions  from  registration  under
Section 5 of the Securities Act.

4.26 Untrue or Omitted Facts.  No  representation,  warranty or statement by the
Company  or  Morrison  in this  Agreement  contains  any untrue  statement  of a
material fact, or omits to state a material fact necessary in order to make such
representations,  warranties or statements not misleading.  Without limiting the
generality of the  foregoing,  there is no fact known to the Company or Morrison
that has had, or which may be  reasonably  expected to have, a Material  Adverse
Effect that has not been disclosed in this Agreement.

                                    ARTICLE V

                                 ACTION TO OCCUR
                         CONTEMPORANEOUSLY WITH CLOSING

5.1  Amendment   of   By-Laws.   Contemporaneously   with  the  Closing  of  the
Transaction,  Company shall cause its Board of Directors to amend the By-Laws of
the Company to:

     (a) Provide that the unanimous consent of the incumbent  directors shall be
required  for  Company  to (A) issue any  shares of  capital  stock,  Derivative
Securities  or any other  equity  securities  for any  compensatory  purposes to
employees,  independent  contractors or other third parties,  including  without
limitation,   any   securities   registered  for  issuance  or  resale  under  a
registration  statement  on Form S-8 or any  other  form for a period of two (2)
years ending on the second  anniversary  of the Closing Date, and (B) enter into
and/or consummate any transaction, or series of transactions, which would result
in a "change in control" of the ownership of the Company's voting securities for
a period ending at the time that the certain  $350,000  promissory  note of even
date from  NextPhase to Corey Morrison is satisfied in full. The term "change in
control" shall mean:

          (i) The  transfer,  through  one  transaction  or a series of  related
     transactions,  either  directly  or  indirectly,  or  through  one or  more
     intermediaries,  of beneficial  ownership (within the meaning of Rule 13d-3
     promulgated  under the  Securities  Exchange Act of 1934) of 50% or more of
     either the then  outstanding  shares of common stock or the combined voting
     power of the Company's then outstanding voting securities  entitled to vote
     generally  in the  election  of  directors,  or the last of any  series  of
     transfers that results in the transfer of beneficial  ownership (within the
     meaning of Rule 13d-3  promulgated  under the  Securities  Exchange  Act of
     1934) of 50% or more of either the then outstanding  shares of common stock
     or the  combined  voting power of the  Company's  then  outstanding  voting
     securities entitled to vote generally in the election of directors;

          (ii)  Approval  by the  shareholders  of the  Company  of a merger  or
     consolidation,  with respect to which persons who were the  shareholders of
     the  Company  immediately  prior to such  merger or  consolidation  do not,
     immediately  thereafter,  own more than 50% of the  combined  voting  power
     entitled to vote  generally  in the

                                       17
<PAGE>

     election  of  directors  of  the  merged  or  consolidated  company's  then
     outstanding  voting  securities,  or a liquidation  or  dissolution  of the
     Company  or the  sale  of all or  substantially  all of the  assets  of the
     Company; and

     (b)  Provide that the Board of Directors shall consist of five (5) persons.

5.2  Filling of  Vacancies  on Board of  Directors.  Upon the  amendment  to the
Company's  By-Laws to expand the Board of  Directors  to five (5) persons as set
forth in Section 6.1(b), Company shall cause the current directors of Company to
adopt a resolution appointing the persons listed on Schedule 5.2 as directors of
Company,  to serve until their  successors  are duly elected and shall  qualify,
which  appointments  shall take  effect on the tenth  (10th) day  following  the
filing of an  information  statement,  complying with the  requirements  of Rule
14f-1 promulgated under the Exchange Act, by the Company.

5.3  Forgiveness of Debt.  Contemporaneously with the Closing, the Company shall
cause Morrison to forgive that certain  indebtedness  of the Company to Morrison
represented by that certain  $58,924.93  Promissory  Note,  effective  April 19,
2004, from the Company to Morrison.

                                   ARTICLE VI

                             [intentionally omitted]

                                   ARTICLE VII

                             [intentionally omitted]

                                  ARTICLE VIII

                             [intentionally omitted]

                                   ARTICLE IX

                                     CLOSING

9.1  Location;  Date. The closing of the Transaction  (the "Closing") shall take
place at the offices of the Company's counsel in East Meadow, New York, at 10:00
a.m. (New York time) on the date hereof.  The date of the Closing is referred to
in this Agreement as the "Closing Date."

9.2  Items  to be  Delivered  to the  Company.  At the  Closing,  the  NextPhase
Shareholders will deliver or cause to be delivered to the Company:

     (a) stock certificates  representing each NextPhase Shareholder's shares of
NextPhase Common Stock;

                                       18
<PAGE>

     (b)  certified  copies of all  corporate  actions of  NextPhase  reasonably
required  by  Company  to  authorize  the  issuance  of new  stock  certificates
representing  the shares of  NextPhase  Common Stock in the name of the Company;
and

     (c) stock certificates for the shares of NextPhase Common Stock in the name
of Company.

     (e) such other  certified  resolutions,  documents and  certificates as are
required to be  delivered  to the Company  pursuant  to the  provisions  of this
Agreement.

9.3  Items to be Delivered to the NextPhase Shareholders.

     (a) The Company  will  deliver or cause to be  delivered  to the  NextPhase
Shareholders  as  soon  as  practicable  following  the  Closing,   certificates
representing  the shares of Company  Common Stock in the names of the  NextPhase
Shareholders in the denominations  determined by the exchange ratio set forth in
Section 2.1(a) hereof.

     (b)  Certified  copies  of all  corporate  actions  of  Company  reasonably
required by the  NextPhase  Shareholders  to authorize the issuance of new stock
certificates  representing the shares of Company Common Stock in the name of the
NextPhase Shareholders.

                                    ARTICLE X

                              POST-CLOSING MATTERS

10.1 Further  Assurances.  On and after the Closing Date, the Parties shall take
all such further  actions and execute and deliver all such  further  instruments
and documents as may be necessary or appropriate to carry out the Transaction.

10.2 Continuation  of Director.  During the one (1) year  following  the Closing
Date, NextPhase and the NextPhase Shareholders shall use reasonable best efforts
to cause  Paul  Steo to be  nominated  for  election  as a  director  each  time
nominations  for  directors  are made during such period,  and NextPhase and the
NextPhase  Shareholders  shall use best efforts to cause Paul Steo to be elected
as a director of the Company during such period.

                                   ARTICLE XI

                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

11.1 Survival.  The  parties  agree that their  respective  representations  and
warranties  contained in this  Agreement  shall survive the Closing for a period
expiring on the later of the first year  anniversary  of the Closing Date or the
latest date upon which the Company's Annual Report for the Company's fiscal year
following the fiscal year ending March 31, 2004 is required to be filed with the
SEC under the Exchange Act, except that the  representations  and warranties set
forth in Sections  3.1 through  3.4,  3.22,  3.28 and 3.29 (with  respect to the
foregoing  Article III  representations  and

                                       19
<PAGE>

warranties) and 4.1 through 4.4 and 4.25 (with respect to the foregoing  Article
IV  representations  and warranties) shall continue for an indefinite  duration,
subject to applicable statutes of limitation.

11.2 Indemnification.

     11.2.1  General  Indemnification  Obligation of NextPhase and the NextPhase
Shareholders.   From  and  after  the  Closing,   NextPhase  and  the  NextPhase
Shareholders, jointly and severally (the "NextPhase Indemnifying Parties"), will
reimburse,  indemnify  and hold  harmless  the  Company,  its current and former
directors,   officers,   employees  and/or  agents  (collectively  the  "Company
Indemnified Parties") against and in respect of:

     (a) any and all  damages,  losses,  deficiencies,  liabilities,  costs  and
expenses  incurred or suffered by any the Company  Indemnified Party that result
from,  relate to or arise out of any  misrepresentation,  breach of  warranty or
non-fulfillment  of any  agreement  or covenant on the part of  NextPhase or the
NextPhase Shareholders under this Agreement, or from any misrepresentation in or
omission  from any  certificate,  schedule,  statement,  document or  instrument
furnished to the Company pursuant hereto; and

     (b) any and all Actions,  assessments,  audits, fines, judgments, costs and
other  expenses  (including,  without  limitation,  reasonable  legal  fees  and
expenses) incident to any of the foregoing or to the enforcement of this Section
11.2.1.

     11.2.2 General Indemnification Obligation of the Company and Morrison. From
and after the Closing,  the Company and  Morrison,  jointly and  severally  (the
"Company Indemnifying Parties"), will reimburse, indemnify and hold harmless the
NextPhase Shareholders,  NextPhase and NextPhase's current and former directors,
officers,  employees  and/or agents  (collectively  the  "NextPhase  Indemnified
Parties") against and in respect of:

     (a) any and all  damages,  losses,  deficiencies,  liabilities,  costs  and
expenses  incurred or suffered by any  NextPhase  Indemnified  Party that result
from,  relate to or arise out of any  misrepresentation,  breach of  warranty or
non-fulfillment  of any  agreement or covenant on the part of the Company  under
this  Agreement,   or  from  any  misrepresentation  in  or  omission  from  any
certificate,  schedule,  statement,  document  or  instrument  furnished  to the
NextPhase Shareholders or NextPhase pursuant hereto; and

     (b) any and all Actions,  assessments,  audits, fines, judgments, costs and
other  expenses  (including,  without  limitation,  reasonable  legal  fees  and
expenses) incident to any of the foregoing or to the enforcement of this Section
11.2.2.

     11.2.3 Method of Asserting Claims, Etc.

     (a) The NextPhase  Indemnifying  Parties hereby appoint Stephen D. Young to
act  as  the  NextPhase  Indemnifying  Parties  representative  (the  "NextPhase
Representative")  with respect to the matters set forth in this Section  11.2.3.
In the  event  that any claim or demand  for  which the  NextPhase  Indemnifying
Parties would be liable to any of the Company Indemnified  Party(ies)

                                       20

<PAGE>

hereunder  is  asserted  against  or  sought to be  collected  from any such the
Company Indemnified Parties by a third party, the Company Indemnified Party(ies)
shall notify the NextPhase  Representative  of such claim or demand,  specifying
the  nature of such  claim or demand  and the  amount  or the  estimated  amount
thereof to the extent then feasible  (which  estimate shall not be conclusive of
the final amount of such claim and demand) (the "Claim  Notice").  The NextPhase
Indemnifying  Parties shall thereupon,  at their sole cost and expense,  jointly
and severally,  defend the Company Indemnified  Party(ies) against such claim or
demand  with  counsel  reasonably   satisfactory  to  the  Company   Indemnified
Party(ies).

     (b) The NextPhase Indemnifying Parties shall not, without the prior written
consent  of the  Company  Indemnified  Party(ies),  consent  to the entry of any
judgment against the Company Indemnified Party(ies) or enter into any settlement
or compromise which does not include,  as an  unconditional  term thereof (i.e.,
there being no  requirement  that the  Company  Indemnified  Party(ies)  pay any
amount of money or give any other consideration),  the giving by the claimant or
plaintiff  to the  Company  Indemnified  Party(ies)  of a  release,  in form and
substance satisfactory to the Company Indemnified Party(ies), from all liability
in respect of such claim or litigation.  If the Company  Indemnified  Party(ies)
desire to participate in, but not control, any such defense or settlement, it or
they may do so at its or their  sole cost and  expense.  If,  in the  reasonable
opinion of the Company Indemnified  Party(ies),  any such claim or demand or the
litigation or resolution of any such claim or demand involves an issue or matter
which could have a Material Adverse Effect on the business,  operations, assets,
properties or prospects of the Company Indemnified Party(ies) or its affiliates,
then the  Company  Indemnified  Party(ies)  shall have the right to control  the
defense or  settlement  of any such  claim or demand and its costs and  expenses
shall be included as part of the  indemnification  obligation  of the  NextPhase
Indemnifying Parties hereunder;  provided, however, that the Company Indemnified
Party(ies)  shall not settle any such claim or demand  without the prior written
consent of the NextPhase Representative, which consent shall not be unreasonably
withheld  or delayed.  If the Company  Indemnified  Party(ies)  should  elect to
exercise such right, the NextPhase  Indemnifying Parties shall have the right to
participate  in, but not  control,  the defense or  settlement  of such claim or
demand at its sole cost and expense.

     (c)  Notwithstanding  anything  hereinabove  to the  contrary,  the Company
Indemnified   Party(ies)  shall  have  the  right  to  employ  separate  counsel
(including local counsel), and the NextPhase Indemnifying Parties shall bear the
reasonable  fees, costs and expenses of one (1) such separate counsel (and local
counsel) if (i) the use of counsel  chosen by the  NextPhase  Representative  to
represent the Company  Indemnified  Party(ies) would present such counsel with a
conflict of interest, (ii) the actual or potential defendants in, or targets of,
any such action include both the Company  Indemnified  Party(ies) and any of the
NextPhase  Indemnifying  Parties,  and the NextPhase  Representative  on the one
hand,  and the Company  Indemnified  Party(ies)  on the other  hand,  shall have
reasonably  concluded that there may be legal defenses  available to the Company
Indemnified Party(ies) which are different from or additional to those available
to any of the NextPhase Indemnifying Parties, (iii) the NextPhase Representative
shall  not  have  employed  counsel  reasonably   satisfactory  to  the  Company
Indemnified  Party(ies) to represent the Company Indemnified Party(ies) within a
reasonable  time  after  notice of the  institution  of such  Action or (iv) the
NextPhase  Representative shall authorize the Company Indemnified  Party(ies) to
employ one (1)  separate  counsel at the expense of the  NextPhase  Indemnifying
Parties.

                                       21
<PAGE>

     (d) In the event the  Company  Indemnified  Party(ies)  should have a claim
against the NextPhase  Indemnifying  Parties  hereunder  that does not involve a
claim or demand being  asserted  against or sought to be collected  from it by a
third party, the Company  Indemnified  Party(ies) shall send a Claim Notice with
respect  to  such  claim  to the  NextPhase  Representative.  If  the  NextPhase
Representative  disputes the  NextPhase  Indemnifying  Parties'  liability  with
respect to such claim or demand,  such dispute  shall be resolved in  accordance
with Section 11.3 hereof;  if the NextPhase  Representative  does not notify the
Company Indemnified  Party(ies),  within twenty (20) days from receipt of notice
of such a claim, that it disputes such claim or demand, the amount of such claim
or demand shall be conclusively deemed a liability of the NextPhase Indemnifying
Parties hereunder.

     (e) All claims for indemnification by any NextPhase Indemnified  Party(ies)
under this  Agreement  shall be asserted and resolved  under the  procedures set
forth hereinabove by substituting in the appropriate place "Company Indemnifying
Parties" for "NextPhase  Indemnifying  Parties",  "Company Indemnifying Parties"
for NextPhase Representative and "NextPhase Indemnified Party(ies)" for "Company
Indemnified Party(ies)."

11.3 Arbitration.

     (a) All  disputes  under  this  Article  XI shall  be  settled  by  binding
arbitration  pursuant  to the  rules of the  American  Arbitration  Association.
Arbitration  may be  commenced at any time by any Party  hereto  giving  written
notice to each other  Party to a dispute of its  demand for  arbitration,  which
demand  shall set forth the name and address of its  arbitrator.  Within  twenty
(20) days of such  notice,  the other Party shall select its  arbitrator  and so
notify  the  demanding  Party.  Within  twenty  (20)  days  thereafter,  the two
arbitrators so selected shall select the third arbitrator.  In default of either
side naming its  arbitrator  as aforesaid or in default of the  selection of the
third  arbitrator  as  aforesaid,  the American  Arbitration  Association  shall
designate such arbitrator upon the application of either party.  Any arbitration
proceeding  hereunder shall take place in Suffolk County, New York or San Diego,
California or such other location as agreed to by the Parties. The dispute shall
be heard by the arbitrators within thirty (30) days after selection of the third
arbitrator. The decision of the arbitrators shall be rendered within thirty (30)
days after the hearing. Each Party shall pay its own expenses of arbitration and
the expenses of the arbitrators shall be equally shared; provided, however, that
if,  in  the  opinion  of  the  majority  of  the  arbitrators,  any  claim  for
indemnification  or any  defense or  objection  thereto  was  unreasonable,  the
arbitrators  may  assess,  as  part  of  their  award,  all or any  part  of the
arbitration expenses of the other Party (including  reasonable  attorneys' fees)
and of the  arbitrators  against  the Party  raising  such  unreasonable  claim,
defense or objection.

     (b) To the extent that arbitration may not be legally  permitted  hereunder
or contractually  permitted under any insurance policy providing  coverage,  and
the  parties  to any  dispute  hereunder  may not at the  time  of such  dispute
mutually agree to submit such dispute to  arbitration,  any party may commence a
civil  Action  in a  court  of  appropriate  jurisdiction  to  resolve  disputes
hereunder.

     (c) The decision of a majority of the arbitrators  shall be final,  binding
and conclusive,  shall be specifically enforceable,  and judgment may be entered
upon it in accordance with applicable law in the appropriate court in the States
of New York and California with no right of appeal therefrom.

                                       22
<PAGE>


11.4 Other Rights and Remedies Not Affected.  The indemnification  rights of the
parties  under this  Article XI are  independent  of, and in  addition  to, such
rights and remedies as the parties may have at law or in equity or otherwise for
any misrepresentation, breach of warranty or failure to fulfill any agreement or
covenant  hereunder  on  the  part  of  any  party  hereto,  including,  without
limitation,  the right to seek specific performance,  rescission or restitution,
none of which rights or remedies shall be affected or diminished hereby.

                                   ARTICLE XII

                             [intentionally omitted]

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

13.1 Expenses.  Except as otherwise provided in writing by the Parties,  each of
the Parties shall bear its own expenses in connection herewith.

13.2 Confidential Information. All information that a disclosing party furnishes
in  connection  with  the   Transaction   (the   "Information")   will  be  kept
confidential,  will be used solely in connection  with the  Transaction and will
not,  without  prior  written  consent  of the  disclosing  party,  be  used  or
disclosed,  directly or  indirectly,  in any manner  whatsoever,  in whole or in
part.

     Notwithstanding  anything  hereinabove  to the  contrary,  the  obligations
imposed upon the parties herein shall not apply to Information:

     (a) which is publicly available prior to the date hereof; or

     (b) which hereafter becomes available to the public through no wrongful act
of the receiving party; or

     (c)  which  was in the  possession  of the  receiving  party  prior  to the
commencement of negotiations  between the parties with regard to the Transaction
and not subject to an existing agreement of confidence between the parties; or

     (d)  which is  received  from a third  party  without  restriction,  not in
violation of an agreement of confidence and without breach of this Agreement; or

     (e) which is independently developed by the receiving party; or

     (f) which is disclosed pursuant to a requirement or request of a government
agency, arbitrator or court, or pursuant to a requirement under applicable laws,
rules or regulations.

     Upon the  request  of a  disclosing  party made at any time  following  any
termination of this Agreement in accordance with the terms hereof, the receiving
party will  redeliver to the  disclosing

                                       23
<PAGE>

party any and all written Information  furnished to the receiving party and will
not retain any copies thereof.

13.3 Equitable  Relief.  The parties agree that the remedy at law for any breach
or threatened  breach of the  provisions of Section 13.2 will be inadequate  and
the  aggrieved  party  shall be  entitled  to  injunctive  relief to compel  the
breaching  party to  perform or  refrain  from  action  required  or  prohibited
thereunder.

13.4 Publicity. Neither the Company nor NextPhase nor the NextPhase Shareholders
will  issue  any  report,  statement,   release  or  other  public  announcement
pertaining  to the  matters  contemplated  by this  Agreement  without the prior
written consent of the other unless required by law, rule or regulation.

13.5 Entire  Agreement.  This  Agreement,  including  the schedules and exhibits
attached  hereto,  which are a part hereof,  constitutes the entire agreement of
the Parties  with respect to the subject  matter  hereof.  The  representations,
warranties,  covenants  and  agreements  set forth in this  Agreement and in the
financial statements, schedules or exhibits delivered pursuant hereto constitute
all the representations, warranties, covenants and agreements of the Parties and
upon which the Parties  have  relied,  shall not be deemed  waived or  otherwise
affected by any  investigation  made by any party  hereto and,  except as may be
specifically provided herein, no change,  modification,  amendment,  addition or
termination  of this  Agreement  or any part  thereof  shall be valid  unless in
writing and signed by or on behalf of the party to be charged therewith.

13.6 Notices. Any and all notices or other communications or deliveries required
or  permitted  to be given or made  pursuant  to any of the  provisions  of this
Agreement  shall be deemed to have been duly given or made for all purposes when
in writing and hand  delivered or sent by certified or registered  mail,  return
receipt  requested and postage prepaid,  overnight mail,  nationally  recognized
overnight courier or telecopier as follows:

         If to the Company, at:

         Edison Renewables, Inc.
         1940 Deer Park Avenue
         Deer Park, New York 11729
         Attention:  President
         Telecopier Number: (631) 422-5800

         With a copy to:

         Certilman Balin Adler & Hyman, LLP
         90 Merrick Avenue
         East Meadow, New York  11554
         Attention:  Gavin C. Grusd, Esq.
         Telecopier Number: (516) 296-7111


                                       24
<PAGE>

         If to any NextPhase Shareholder at:

         c/o Stephen D. Young (the NextPhase Representative)
         3237 Canonita Drive
         Fallbrook, California  92028
         Telecopier Number: (760) 723-8010

         With a copy to:

         Paul G. Goss, Esq.
         1775 Sherman Street
         Suite 2550
         Denver, Colorado  80203
         Telecopier Number (720) 981-2955

         If to NextPhase at:

         3237 Canonita Drive
         Fallbrook, California  92028
         Attention: Stephen D. Young, Chief Executive Officer
         Telecopier Number: (760) 723-8010

         With a copy to:

         Paul G. Goss, Esq.
         1775 Sherman Street
         Suite 2550
         Denver, Colorado  80203
         Telecopier Number (720) 981-2955

or at such other  address as any party may specify by notice  given to the other
party in accordance with this Section 13.6.

13.7 Choice of Law;  Severability.  This  Agreement  shall be  governed  by, and
interpreted  and construed in accordance  with, the laws of the State of Nevada,
excluding choice-of-law  principles thereof. In the event any clause, section or
part of this Agreement shall be held or declared to be void,  illegal or invalid
for any reason, all other clauses, sections or parts of this Agreement which can
be effected without such void, illegal or invalid clause,  section or part shall
nevertheless continue in full force and effect.

13.8 Successors and Assigns; No Assignment. This Agreement shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
assigns;  provided,  however, that neither NextPhase, the NextPhase Shareholders
nor the Company may assign any of its  respective  rights or delegate any of its
respective  duties under this Agreement without the prior written consent of the
other.

                                       25
<PAGE>

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

13.10  Facsimile  Signatures.   Signatures  hereon  which  are  transmitted  via
facsimile shall be deemed original signatures.

13.11 Representation by Counsel; Interpretation. Each Party acknowledges that it
has been  represented  by  counsel in  connection  with this  Agreement  and the
Transaction.  Accordingly,  any rule or law or any  legal  decision  that  would
require the interpretation of any claimed  ambiguities in this Agreement against
the party that drafted it has no  application  and is  expressly  waived by each
Party.  The  provisions of this  Agreement  shall be interpreted in a reasonable
manner to give effect to the intent of the parties hereto.

13.12 Headings; Gender. The headings, captions and/or use of a particular gender
or neuter under sections of this Agreement are for convenience of reference only
and do not in any way modify, interpret or construe the intent of the parties or
affect any of the provisions of this Agreement.

                                   ARTICLE XIV

                                   DEFINITIONS

14.1 Defined  Terms.  As used herein,  the terms below shall have the  following
meanings.  Any of such terms, unless the context otherwise requires, may be used
in the singular or plural, depending upon the reference.

     "Action"  shall  mean  any  action,   claim,  suit,   demand,   litigation,
governmental or other proceeding,  labor dispute, arbitral action,  governmental
audit, inquiry,  investigation,  criminal  prosecution,  investigation or unfair
labor practice charge or complaint.

     "Agreement"  shall mean this  Agreement and Plan of Share Exchange dated as
of August 3, 2004,  among the Company,  and the persons  listed on the signature
page of this Agreement.

     "Assets"  shall have the  meaning  ascribed  to it in the  Recitals of this
Agreement.

     "Body" shall mean a federal,  state, local, and foreign  governmental body,
political  subdivision of such foreign  governmental  body, or other  regulatory
body.

     "Books and Records" shall mean all books, ledgers,  files, reports,  plans,
drawings,  records  and  lists,  including,  without  limitation,  all  computer
programs and other  software,  of every kind  relating to an entity's  business,
operations, assets, liabilities, personnel, customers and suppliers.

     "Breaching  Party"  shall have the meaning  ascribed to it in Section  13.1
hereof.

     "Certificate  of Merger"  shall have the meaning  ascribed to it in Section
2.2 hereof.

                                       26
<PAGE>

     "Claim Notice" shall have the meaning  ascribed to it in Section  11.2.3(a)
hereof.

     "Closing" shall have the meaning ascribed to it in Section 9.1 hereof.

     "Closing Date" shall have the meaning ascribed to it in Section 9.1 hereof.

     "Company"  shall  have  the  meaning  ascribed  to it in  heading  of  this
Agreement.

     "Company  Balance  Sheet" shall mean the balance sheet of the Company as of
the  Company  Balance  Sheet  Date  which  is  included  as part of the  Company
Financial Statements.

     "Company Balance Sheet Date" shall mean December 31, 2003.

     "Company Business" shall have the meaning as ascribed to it in Section 4.15
hereof.

     "Company  Common  Stock"  shall have the meaning  ascribed to it in Section
2.1(a)  hereof.   "Company  Financial   Statements"  shall  mean  the  financial
statements of the Company as of the Company  Balance Sheet Date and for the year
ended December 31, 2003, consistent with those presented in the SEC Reports.

     "Company  Indemnified  Parties"  shall have the  meaning  ascribed to it in
Section 11.2.1. hereof.

     "Company  Indemnifying  Parties"  shall have the meaning  ascribed to it in
Section 11.2.2 hereof.

     "Contract" shall mean any agreement,  contract,  note,  lease,  evidence of
indebtedness,  purchase order, letter of credit,  indenture,  security or pledge
agreement, franchise agreement, undertaking, covenant not to compete, employment
agreement,  license, instrument,  obligation,  commitment,  course of dealing or
practice,  understanding  or  arrangement,  whether  written or oral, to which a
particular Person is a party or is otherwise bound.

     "Copyrights" shall mean registered  copyrights,  copyright applications and
unregistered copyrights.

     "Default" shall mean any breach, default and/or other violation, and/or the
occurrence  of any event that with or without  the passage of time or the giving
of notice or both would constitute a breach, default or other violation,  under,
or give any  Person  the right to  accelerate,  terminate  or  renegotiate,  any
Contract.

     "Derivative  Securities" shall mean warrants,  options,  rights,  shares of
capital  stock,  evidences  of  indebtedness,  or other  securities,  which  are
convertible, exercisable or exchangeable into shares of common stock.

                                       27
<PAGE>

     "Effective  Time"  shall have the  meaning  ascribed  to it in Section  2.2
hereof.

     "ERISA" shall have the meaning ascribed to it in Section 3.21 hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Information" shall have the meaning ascribed to it in Section 13.2 hereof.

     "Liability"  shall  mean any  direct  or  indirect  liability,  obligation,
indebtedness, commitment, expense, claim, deficiency, guaranty or endorsement of
or by any Person of any type, whether accrued,  absolute,  contingent,  matured,
unmatured or otherwise.

     "Lien" shall mean any claim, lien,  pledge,  option,  charge,  restriction,
easement,   security   interest,   deed  of   trust,   mortgage,   right-of-way,
encroachment,   building  or  use  restriction,   conditional  sales  agreement,
encumbrance or other right of third  parties,  whether  voluntarily  incurred or
arising by operation of law, and includes,  without limitation, any agreement to
give any of the foregoing in the future,  and any contingent sale or other title
retention  agreement or lease in the nature thereof.  "Material  Adverse Change"
shall mean a change that creates a Material Adverse Effect.

     "Material  Adverse  Effect" shall mean any material  adverse  effect on the
business, properties,  operations, assets, liabilities,  condition (financial or
otherwise),  or prospects of the Company, on the one hand, or NextPhase,  on the
other hand, as applicable.

     "Materials of Environmental  Concern" shall mean pollutants,  contaminants,
hazardous or noxious or toxic materials or wastes.

     "Morrison" shall have the meaning ascribed to it in the header paragraph of
Article IV.

     "NextPhase"  shall have the meaning  ascribed to it in the Recitals of this
Agreement.

     "NextPhase  Balance  Sheet" shall mean the balance sheet of NextPhase as of
the  NextPhase  Balance  Sheet Date which is included  as part of the  NextPhase
Financial Statements.

     "NextPhase Balance Sheet Date" shall mean March 31, 2004.

     "NextPhase  Common  Stock"  shall have the  meaning  ascribed  to it in the
Recitals of this Agreement.

     "NextPhase  Financial  Statements"  shall mean the financial  statements of
NextPhase as of the  NextPhase  Balance  Sheet Date and for the year ended March
31, 2004.

     "NextPhase  Indemnified  Parties" shall have the meaning  ascribed to it in
Section 11.2.2 hereof.

                                       28

<PAGE>

     "NextPhase  Indemnifying  Parties" shall have the meaning ascribed to it in
Section 11.2.1 hereof.

     "NextPhase  Listed  Agreements"  shall have the  meaning  ascribed to it in
Section 3.14 hereof.

     "NextPhase  Shareholders"  shall  have the  meaning  ascribed  to it in the
heading of this Agreement.

     "NextPhase Representative" shall have the meaning ascribed to it in Section
11.2.3(a) hereof.

     "Intellectual  Property"  shall have the meaning  ascribed to it in Section
3.10.2 hereof.

     "Party"  and  "Parties"  shall have the  meanings  ascribed  to them in the
heading of this Agreement.

     "Patents" shall mean all patents,  patent applications,  registered designs
and registered design applications.

     "Permits"  shall  mean  all  licenses,  permits,   franchises,   approvals,
authorizations,  consents,  decrees or orders of, or filings  with,  any and all
Bodies.

     "Person"  shall mean and  include an  individual,  a  partnership,  a joint
venture,  a  corporation,  a limited  liability  company,  a  limited  liability
partnership,  a  trust,  an  unincorporated  organization,  any  other  business
organization and a government or other department or agency thereof.

     "Proprietary  Rights" shall mean  Copyrights,  Patents,  Trademarks,  other
technology   rights  and  licenses,   computer  software   (including,   without
limitation,  any  source or  object  codes  thereof  or  documentation  relating
thereto), trade secrets, franchises, inventions, designs, specifications, plans,
drawings, data bases, know-how, domain names, world wide web addresses and other
intellectual property rights used or under development.

     "SEC" shall mean the United States Securities and Exchange Commission.

     "SEC Reports" shall have the meaning ascribed to it in Section 4.24 hereof.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Trademarks" shall have the meaning ascribed to it in Section 3.10.2.

     "Transaction"  shall mean the share exchange of shares of NextPhase  Common
Stock for Company Common Stock, and all other  transactions  contemplated by the
Agreement.

                                       29
<PAGE>
         WITNESS the execution and delivery of this Agreement on the date first
above written.


                                                  EDISON RENEWABLES, INC.


                                                  By: /s/ Paul Steo
                                                     --------------------------
                                                  Name: Paul Steo
                                                  Title: President

NEXTPHASE SHAREHOLDERS

VIPER NETWORKS, INC.

By: /s/ Stephen D. Young                       /s/ HATEM MOHAMED SHARIF FARAJ
    -----------------------------              ---------------------------
    Stephen D. Young, Chairman                 HATEM MOHAMED SHARIF FARAJ
    of the Board

/s/ Sean Rawlings                              /s/ Shaher F.M. Nadi
---------------------------------              ---------------------------
SEAN RAWLINGS                                  SHAHER F.M. NADI

/s/ James Wray                                 /s/ Amrou Abdelhamid Abdou Zeweta
---------------------------------              ---------------------------
JAMES WRAY                                     AMROU ABDELHAMID ABDOU ZEWETA

/s/ Michael Jones                              /s/ John Good
---------------------------------              ---------------------------
MICHAEL JONES                                  JOHN GOOD

/s/ Duane Wray                                 /s/ Derrick Lee
---------------------------------              ---------------------------
DUANE WRAY                                     DERRICK LEE

/s/ Fred Tolmasoff                             /s/ Michael Irwin
---------------------------------              ---------------------------
FRED TOLMASOFF                                 DR. MICHAEL IRWIN

/s/ James Marietti
---------------------------------              ---------------------------
JAMES MARIETTI                                 JOAN F. TOEPLER, c/f TD
                                               Waterhouse Bank

/s/ Faisal A.A. Al-Saati                       /s/ David Toepler
---------------------------------              ---------------------------
FAISAL A. A. AL-SAATI                          DAVID TOEPLER

/s/ Mohd Saleh Mohd Al-Ashawi
---------------------------------            [SIGNATURES CONTINUED ON NEXT PAGE]
MOHD SALEH MOHD AL-ASHAWI

/s/ Mahmoud Turkmani
---------------------------------
MAHMOUD TURKMANI

                                       30
<PAGE>

                                           WITH RESPECT TO SECTIONS 2.2,
                                           10.2, ARTICLE XI, ARTICLE XIII, AND
                                           ARTICLE XIV ONLY:


                                           NEXTPHASE TECHNOLOGIES, INC.


                                           By: /s/ Stephen D. Young
                                              ------------------------------
                                              Name: Stephen D. Young
                                              Title: Chief Executive Officer

                                           WITH RESPECT TO ARTICLE IV,
                                           ARTICLE XI, ARTICLE XIII, AND
                                           ARTICLE XIV ONLY

                                           /s/ Corey Morrison
                                           --------------------------------
                                           COREY MORRISON


                                       31

<PAGE>



NEXTPHASE SHAREHOLDERS CONTINUED:

/s/ Stephen D. Young
---------------------------------
STEPHEN D. YOUNG

/s/ Jeff Rawlins
---------------------------------
JEFF RAWLINS

/s/ Michael Faelin
---------------------------------
MICHAEL FAELIN

/s/ Greg McArthur
---------------------------------
GREG MCARTHUR

/s/ George McArthur
---------------------------------
GEORGE MCARTHUR

/s/ Sharon McArthur
----------------------------------
SHARON MCARTHUR

/s/ Barbara A. Millar
----------------------------------
BARBARA A. MILLAR

                                       32