SECURED PROMISSORY NOTE

November 17, 2004
                                                               $107,000.00


     FOR VALUE RECEIVED,  EDISON RENEWABLES,  INC., a Delaware  corporation (the
"Maker"),  having an address as indicated under its name below,  hereby promises
to pay to the order of BUCHANAN  ITS, LLC (the "Payee") at its address at 300 S.
Harbor Blvd., Suite 510 Anaheim,  California 92805 or at such other place as the
holder hereof may from time to time  designate in writing,  the principal sum of
ONE HUNDRED SEVEN THOUSAND DOLLARS  ($107,000.00) without interest thereon which
shall  accrue  from the date  hereof  without  interest,  payable  according  to
Schedule 1 attached hereto.

     The Maker may, at its  option,  prepay this Note in whole or in part at any
time without premium or penalty.

     This  Note is the  promissory  note  referred  to in  Section  2.02 of that
certain Asset Purchase  Agreement  dated November 17, 2004 between the Maker and
the Payee (the  "Asset  Purchase  Agreement")  and  represents  the  installment
payment portion of the purchase price under the Asset Purchase Agreement.

     The  payment of this Note is secured  by all of the assets  (the  "Assets")
purchased  by the Maker  from the Payee  under  the  Asset  Purchase  Agreement,
subject to the terms and conditions hereof. In the event that the Payee defaults
in any payment under this Note, which is not cured within ten (10) business days
following the date notice of such default (the "Notice of Default") is delivered
to the Maker,  the Payee shall be entitled  to require  that the Maker  transfer
title to the Assets back to the Payee,  (a) provided that the Payee demands such
re-transfer  of the Assets by written notice to the Maker at the time the Notice
of  Default  is  delivered  to the  Maker,  and (b)  conditioned  upon the Maker
returning to the Payee all 560,000  shares of Maker's common stock issued by the
Payee to the Maker pursuant to Section  2.02(b) of the Asset Purchase  Agreement
(subject to adjustment for stock splits, stock dividends,  recapitalizations and
the like) (the "Shares").

     This Note or any provision hereof may not be waived,  changed,  modified or
discharged  orally,  but only by an  agreement  in writing,  signed by the party
against whom  enforcement of any waiver,  change,  modification  or discharge is
sought.

     Any notice, demand or request relating to any matter set forth herein shall
be in writing and shall be deemed  effective when hand  delivered,  when mailed,
postage prepaid,  by registered or certified mail, return receipt requested,  or
by overnight mail, or when sent by facsimile transmission to any party hereto at
its  address  stated  herein or at such  other  address  of which it shall  have
notified the party giving such notice in writing as aforesaid.

<PAGE>

     This Note shall be construed  and enforced in  accordance  with the laws of
the State of California,  applicable to agreements  performed wholly within such
state.


                                  EDISON RENEWABLES, INC.

                                  By:   /s/ James Galan Wray
                                        --------------------
                                        James Wray, Vice President/Secretary

                                  Address: 1940 Deer Park Avenue, # 390
                                           Deer Park, New York 11729
                                  Telecopier Number: (714) 535-4505

<PAGE>


                                      Exhibit (1) to Promissory Note


         ---------------------------------------- ------- ----------------------
                      Payment Date                              Amount Due
         ---------------------------------------- ------- ----------------------

                     January 1, 2005                             $8,900.00
                    February 1, 2005                             $8,900.00
                      March 1, 2005                              $8,900.00
                      April 1, 2005                              $8,900.00
                       May 1, 2005                               $8,900.00
                      June 1, 2005                               $8,900.00
                      July 1, 2005                               $8,900.00
                     August 1, 2005                              $8,900.00
                    September 1, 2005                            $8,900.00
                     October 1, 2005                             $8,900.00
                    November 1, 2005                             $9,000.00
                    December 1, 2005                             $9,000.00

         ---------------------------------------- ------- ----------------------
                          Total                                $107,000.00
         ---------------------------------------- ------- ----------------------




                                                              Initials

                                                              Maker: [Initialed]
                                                                      ---------
                                                              Payee: [Initialed]
                                                                      ---------