Exhibit 10.1

     STOCK PURCHASE  AGREEMENT,  made the 3rd day of August,  2004, by and COREY
MORRISON  (the  "Seller")  and  NEXTPHASE   TECHNOLOGIES,   INC.,  a  California
corporation (the "Buyer").

                                    RECITALS

     WHEREAS, the Seller is the owner of One Hundred Twenty Thousand Six Hundred
Twenty Five (120,625) shares of Common Stock,  $.001 par value (the "Shares") of
Edison Renewables, Inc., a Nevada corporation (the "Company").

     WHEREAS, the Seller desires to sell the Shares to the Buyer.

     WHEREAS,  the Seller desires to sell, and the Buyer desires to purchase all
of the Shares subject to the terms and conditions set forth herein.

     NOW, THEREFORE, the parties agree as follows:

     1. Sale of Stock.

     (a) For and in consideration of the Purchase Price (as hereinafter defined)
and the other  consideration  described  herein,  the Seller hereby sells to the
Buyer, and the Buyer hereby buys from the Seller, all of the Shares.

     (b) The  aggregate  purchase  price  for the  Shares  is Five  Hundred  Ten
Thousand Dollars ($510,000) (the "Purchase Price"), payable as follows:

          (i)  One  Hundred  Sixty  Thousand   Dollars   ($160,000)  (the  "Cash
Payment") payable by the Buyer to the Seller on the date hereof; and

          (ii) By delivery of a Three Hundred Fifty Thousand Dollars  ($350,000)
secured  promissory note, of even date (the  "Promissory  Note") by the Buyer to
the Seller on the date hereof, in the form mutually acceptable to the Seller and
the Buyer.

     2. Representations of Seller. The Seller represents,  warrants,  and agrees
with the Buyer as of the date hereof, as follows:

          (a)  Ownership of Shares. The Seller is the sole owner and holder of
the Shares, free and clear of all liens and encumbrances of any kind whatsoever.
The  Shares  represent  55.48% of the issued  and  outstanding  shares of voting
capital stock of the Company.

          (b)  Consents. No consents of governmental or other regulatory
agencies,  foreign or  domestic,  court or of any third party are required to be
received  by or on the part of the  Seller to enable it to enter  into and carry
out this Agreement and the transactions contemplated hereby.

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          (c)  Authority; Binding Nature of Agreement. The Seller has the power
to enter into this Agreement and to carry out its  obligations  hereunder.  This
Agreement  constitutes  the valid and binding  obligation of the Seller,  and is
enforceable in accordance with its terms.

          (d)  No Breach. Neither the execution and delivery of this Agreement,
nor  compliance  by the  Seller  with  any  of the  provisions  hereof  nor  the
consummation of the termination contemplated hereby, will:

          (i)  violate any judgment, order, injunction, decree or award against,
or binding upon, the Seller

          (ii) violate or otherwise breach the terms of any agreement or
understanding,  written or oral,  to which the Seller is a party or is otherwise
bound; or

          (iii)violate any law or regulation of any  regulation  relating to the
               Seller.

          (e) Accuracy of Share Exchange  Representations.  The  representations
and  warranties  set  forth in  Article  IV of the  Agreement  and Plan of Share
Exchange of even date (the "Share Exchange Agreement") among the Company and the
persons listed on the signature page of the Share Exchange  Agreement,  are true
and accurate as of the date of the Share Exchange Agreement.

     3. Representations of the Buyer. The Buyer represents, warrants, and agrees
with the Seller, as of the date hereof, as follows:

          (a)  Consents.   No  consents  of  governmental  or  other  regulatory
agencies,  foreign or  domestic,  court or of any third party are required to be
received  by or on the part of the Buyer to enable  her to enter  into and carry
out this Agreement and the transactions contemplated hereby.

          (b)  Authority;  Binding Nature of Agreement.  The Buyer has the power
to enter into this Agreement and to carry out its  obligations  hereunder.  This
Agreement  constitutes  the valid and binding  obligation  of the Buyer,  and is
enforceable in accordance with its terms.

          (c)  No Breach.  Neither the execution and delivery of this Agreement,
nor  compliance  by the  Buyer  with  any  of  the  provisions  hereof  nor  the
consummation of the termination contemplated hereby, will:

          (i)  violate any judgment, order, injunction, decree or award against,
or binding upon, the Buyer;

          (ii) violate  or  otherwise  breach  the  terms  of any  agreement  or
understanding,  written or oral,  to which the Buyer is a party or is  otherwise
bound; or

          (iii)violate any law or regulation of any  regulation  relating to the
Buyer.

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<PAGE>

          (d)  Investment  Purposes.  The  Shares  acquired  by Buyer  are being
acquired for his own account, for investment purposes and not with a view to any
distribution  within the meaning of the  Securities Act of 1933, as amended (the
"Securities  Act").  The  Buyer  will  not  sell,  assign,   mortgage,   pledge,
hypothecate,  transfer or  otherwise  dispose of any of the Shares  unless (i) a
registration  statement  under the  Securities  Act with  respect  thereto is in
effect and the prospectus  included therein meets the requirements of Section 10
of the Securities Act, or (ii) the Company has received a written opinion of its
counsel that, after an  investigation of the relevant facts,  such counsel is of
the  opinion   that  such   proposed   sale,   assignment,   mortgage,   pledge,
hypothecation,  transfer or disposition does not require  registration under the
Securities Act or any state securities law.

          (e)  No  Registration.  The Buyer  understands  that the resale of the
Shares is not, and is not being,  registered  under the  Securities  Act and the
Shares  must  be held  indefinitely  unless  they  are  subsequently  registered
thereunder or an exemption from such registration is available.

          (f)  Accreditation/Sophistication.  The Buyer  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;  (ii) he is able to bear the  economic  risks of an
investment in the Shares, including, without limitation, the risk of the loss of
part or all of his  investment  and the inability to sell or transfer the Shares
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; 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 will not cause such overall commitment
to become excessive.

          (g)  Company Information. The Buyer reviewed all of the Company's
reports, proxy and information  statements and registration  statements filed by
the Company with the Securities and Exchange Commission via the EDGAR system and
the Buyer has been afforded the opportunity to obtain such information regarding
the Company as he has  reasonably  requested to evaluate the merits and risks of
the undersigned's  investment in the Shares. 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.

          (h)  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:

                    "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."

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<PAGE>

     4. Deliveries.

     (a) Items to be Delivered by Seller. As of the date hereof, the Seller will
deliver or cause to be delivered to the Buyer:

          (i)  to the Buyer, the Stock Certificate representing the Shares; and

          (ii) to the Buyer, a stock power, duly executed in blank by the Seller
in connection  with  transfer of the Shares as set forth  herein;  and 1576022.3

          (iii)to the Buyer and the Pledge  Agent (as  hereinafter  defined),  a
Pledge Agreement,  of even date (the "Pledge  Agreement") among the Seller,  the
Buyer and Paul G. Goss, Esq., as pledge agent (the "Pledge Agent"),  pursuant to
which the Shares are pledged as collateral for the Buyer's performance under the
Promissory Note.

     (b) Items to be Delivered  by Buyer.  The Buyer will deliver or cause to be
delivered:

          (i)  as of the date hereof,  to the Seller,  the $160,000 Cash Payment
               by certified check or via wire transfer;

          (ii) as of the date hereof,  to the Seller,  the  $350,000  Promissory
               Note;

          (iii)as of the date hereof,  to the Seller and the Pledge  Agent,  the
               Pledge Agreement executed by the Buyer and the other Pledgors (as
               that term is defined in the  Pledge  Agreement)  under the Pledge
               Agreement; and

          (iv) as soon as is  practicable  following  the  date  hereof,  to the
               Pledge  Agent,  a  certificate  representing  the Shares,  in the
               Buyer's name, and certificates  representing the shares of common
               stock  of the  Company,  in the  names  of  the  other  Pledgors,
               together  with stock  powers duly  executed in blank by the Buyer
               and the other Pledgors (it is  acknowledged  that such shares are
               deemed pledged as of the date hereof).

     5. Amendment.  Neither this Agreement nor any term or provision  hereof may
be changed,  waived,  discharged,  or terminated  orally, or in any manner other
than  by an  instrument  in  writing  signed  by the  party  against  which  the
enforcement of the change, waiver, discharge, or termination is sought.

     6. Binding  Effect.  This Agreement  shall be binding upon and inure to the
benefit of the respective parties,  and their successors and assigns,  heirs and
personal representatives.

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<PAGE>

     7. Counterparts; Fascimile Signature. This Agreement may be executed in any
number  of  counterparts,  each of which  shall  be  deemed  to be an  original.
Facsimile signatures hereof shall be deemed to be original signatures.

     8. Entire  Agreement.  This Agreement  including any Schedules and Exhibits
hereto constitutes the entire understanding  between the parties with respect to
its subject matter and  supersedes  any previous  written or oral agreement with
respect thereto.

     9.  Construction.  This  Agreement  is made under and shall be construed in
accordance  with the laws of the State of Colorado  applicable to contracts made
and performed within the State of New York.

     10.  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 hand  delivered  or sent by certified or  registered  mail (return  receipt
requested  and postage  prepaid),  overnight  mail or courier,  or telecopier as
follows:

                  If to the Seller, at:

                  1940 Deer Park Avenue
                  Suite 390
                  Deer Park, New York 11729
                  Telecopier Number:  (516) 977-3425

                  If to Buyer, at:

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

or at such other  address as any party may specify by notice  given to the other
party in accordance with this Section 10.

     11. Attorney's Fees. In the event of any litigation or arbitration  between
the parties, the prevailing party shall be entitled to its reasonable attorneys'
fees and costs associated with such action.

     12. Further Assurances. On or after the date hereof, 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  transactions
contemplated by this Agreement.

     13. Jurisdiction;  Severability. The parties agree that any dispute arising
hereunder  shall be  adjudicated in the District Court of the State of Colorado,
in Denver,  Colorado,  and all parties consent to the personal  jurisdiction and
venue of the District Court of the State of Colorado, in

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<PAGE>

Denver,  Colorado.  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.

     14.  Headings.   The  headings  or  captions  in  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.



       Remainder of Page Intentionally Left Blank. Signature Page Follows.


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<PAGE>


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


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



                                 NEXTPHASE TECHNOLOGIES, INC.

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




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