ASSET PURCHASE AGREEMENT

ASSET  PURCHASE  AGREEMENT,  dated as of November 17, 2004,  by and among Edison
Renewables,  Inc., a Nevada  Corporation  with offices located at 1940 Deer Park
Avenue,  #390,  Deer  Park,  New York  11729  ("Buyer"),  Buchanan  ITS,  LLC, a
California  limited  liability  company  with  offices  located at 300 S. Harbor
Blvd.,  Suite 810 Anaheim CA 92805  ("Seller") and Michael J.  Buchanan,  ("Sole
Member");

WHEREAS, the Buyer desires to purchase from the Seller and the Seller desires to
sell to the buyer,  certain specified assets relating to the Seller' business as
a full service internet service provider, as set forth in the Agreement; and

WHEREAS,  the Board of  Directors of the Buyer and the Sole Member of the Seller
have approved and adopted this Agreement;

NOW,  THEREFORE,  in  consideration  of the mutual promises herein set forth and
upon the terms and  subject  to the  conditions  hereof,  the  parties  agree as
follows:

                            ARTICLE I. DEFINED TERMS

1.01 Definitions.  As used in this Agreement,  terms defined in the preamble and
recitals of this  Agreement  shall have the meanings  set forth  therein and the
following terms shall have the means set forth below:

"Agreement"  means this Asset Purchase  Agreement and all Schedules and Exhibits
attached hereto, as the same may from time to time be amended.

"Consideration"  means the amount of  consideration  set forth in  Section  2.02
hereof.

"Closing,"  means the single closing of the  transactions  contemplated  by this
Agreement in Anaheim,  California  on the Closing Date set forth in Section 2.03
hereof.

"Code" means the Internal  Revenue Code of 1986 and all regulations  promulgated
thereunder, as the same from time to time have been amended.

"Consent,"  means any  consent,  approval  or  authorization  of,  notice to, or
designation, registration, declaration or filing with, any Person.

"Contract"  means  any  contract,   lease,  agreement,   license,   arrangement,
commitment  or  understanding,  oral or  written,  to which Buyer or Seller is a
party  or by  which  it or any of its  properties  or  assets  may be  bound  or
affected.

"Environmental  Law" means any Law relating to (a) the protection,  preservation
of restoration of the environment  (including  air, water vapor,  surface water,
ground-water,  drinking water supply,  surface land,  subsurface land, plant and
animal life or any other  natural  resource) or to human health or safety or (b)
the  exposure  to,  or  the  use,  storage,  recycling,  treatment,  generation,
transportation, processing, handling, labeling, production, release or disposal,
of Hazardous Substances.

<PAGE>

"Governmental  Authority"  means any court or any Federal,  state,  municipal or
other   government   department,    commission,   board,   bureau,   agency   or
instrumentality.

"Instrument" means any written Contract,  deed,  assignment,  document of title,
note, power of attorney, obligation or other document.

"Knowledge" (or any variations  thereof,  including the terms "know" or "known")
means (a) with respect to Seller, the actual knowledge of any manager or member,
(b) with respect to Buyer, the actual  knowledge of any shareholder,  officer or
director, and (c) the knowledge that any Person referred to in clause (a) or (b)
should have after diligent investigation.

"Law"  means  (I)  all  Federal,  state,  local  and  foreign  laws,  rules  and
regulations; (ii) all Orders; and (iii) all Permits.

"Liabilities"  means all debts,  duties,  liabilities,  Contracts,  commitments,
taxes and other obligations of every kind and character of Seller, whether known
or unknown, and whether accrued,  absolute,  contingent or otherwise and whether
due or to become due.

"Lien" means any mortgage, pledge, option, escrow, hypothecation, lien, security
interest, financing statement, lease, charge, encumbrance, easement, conditional
sale or other  title  retention  or  security  agreement  or any  other  similar
restriction, claim or right of others, whether arising by Contract, operation of
Law or otherwise.

"Manager" means Michael J. Buchanan, Sole Manager of Seller.

"Order" means any judgment,  award, order, write, injunction or decree issued by
any Federal,  state, local or foreign  authority,  court,  tribunal,  agency, or
other  Governmental  Authority,  or by any  arbitrator,  to which  Seller or its
assets are subject, or to which Buyer or its assets are subject, as the case may
be.

"Permits"  means  all  permits,  licenses,   approvals,   franchises,   notices,
authorizations and similar filings, Federal, state, local or foreign,  necessary
to carry on the Business  by, or on behalf of, or for the benefit of,  Seller or
Buyer (as the case may be) as  currently  conducted  by, or on behalf of, or for
the  benefit  of,  Seller or Buyer (as the case may be),  or to own,  operate or
lease the properties  and assets owned,  operated by leased by, or on behalf of,
or for the  benefit  of, any such  Person,  or to  consummate  the  transactions
contemplated by this Agreement.

"Person" means any individual,  partnership, joint venture, corporation, limited
liability  company,   limited  liability  partnership,   trust,   unincorporated
organization, Governmental Authority or other entity.

"Proceeding,"  means any action,  suit,  claim,  investigation,  review or other
action,  at law or in equity,  before any  Federal,  state,  municipal  or other
Governmental Authority.

"Promissory  Note" means the promissory  note  described in Section  2.02(a) and
Exhibit B hereto.

"Purchased  Assets" means the Seller's  properties,  assets and rights listed on
Exhibit A hereto.

"Retained Assets," means all assets,  rights and properties,  real and personal,
tangible and intangible, of Seller other than the Purchased Assets.

<PAGE>

"Seller" means, Buchanan ITS, LLC, a California limited liability company.

"Shares"  means the amount of shares of common  stock issued to Seller set forth
is Section 2.02(c) hereof.

"Sole  Member"  means  Michael  J.  Buchanan  who  owns  all of the  issued  and
outstanding membership interests of Seller.

1.02 Rules of Construction.  Unless the context otherwise  requires:  (a) a term
has the meaning  assigned to it; (b) and accounting  term not otherwise  defined
has the meaning assigned to it in accordance with generally accepted  accounting
principles;  (c) "or" its not exclusive;  (d) words in the singular  include the
plural,  and works in the plural include the singular;  (e) provisions  apply to
successive events and transactions;  (f) "herein",  "hereof", "hereto" and other
words of  similar  import  refer  to this  Agreement  as a whole  and not to any
particular  Article,  Section or other  subdivision;  and (g) any gender used in
this  Agreement  shall be deemed to include the neuter,  masculine  and feminine
gender.


                     ARTICLE II. PURCHASE AND SALE OF ASSETS

2.01      Sale of the Purchased Assets;  Assumption of the Assumed  Liabilities.
          Upon the terms and subject to the conditions of this Agreement, at the
          Closing  Seller  will sell,  transfer,  assign,  convey and deliver to
          Buyer,  and Buyer will purchase,  accept and acquire from Seller,  the
          Purchased Assets,  free and clear of all Liens.  Buyer will not assume
          or otherwise have any responsibility for any liabilities of Seller.

2.02      Purchase Price.  The aggregate  purchase price to be paid by Buyer for
          the  Purchased  Assets  shall  consist  of  (i)  the  Promissory  Note
          described in Section 2.02 (a) hereof and (ii) the shares  described in
          Section 2.02(b) hereof.

          (a)  Promissory  Note. A promissory note payable to Seller shall be an
               amount equal to one hundred  seven  thousand  ($107,000)  dollars
               payable  on or before  one (1) year from the date of  Closing  of
               this transaction. The terms and form of the Promissory Note shall
               be as set forth on Exhibit B hereto.

          (b)  Share Consideration.  560,000 Shares of unregistered common stock
               of Edison Renewables,  Inc. (OTC-BB),  $0.001 par value per share
               shall be transferred to Seller at Closing.

          (c)  No Assumption  of  Liabilities.  The Buyer is not  assuming,  and
               shall  not  be  deemed  to  have  assumed,   any  obligations  or
               liabilities of Seller.

2.03      Closing.  The  Closing  of  the  transactions   contemplated  by  this
          Agreement  shall take place on or before  November  19,  2004,  at the
          Executive Offices of Buyer, at 2:00 P.M. PDT, or such other date, time
          and place as Buyer and Seller may mutually agree.

<PAGE>

2.04     Closing Deliveries.

         (a)   Sellers' Deliveries.  At the Closing, Seller shall have delivered
               to Buyer;

               (i)  Such bills of sale,  assignments  and other  Instruments (in
                    form  and  substance  satisfactory  to  Buyer)  as  shall be
                    necessary  or   appropriate   to  vest  in  Buyer  good  and
                    marketable title to the Purchased Assets,  free and clear of
                    all Liens;

               (ii) Such  Consents,  Permits and other  Instruments as Buyer may
                    reasonably  request  to enable it to utilize  the  Purchased
                    Assets without interruption;

               (iii)A certificate,  dated as of a date not more than thirty (30)
                    days  prior  to  the  Closing  date,   duly  issued  by  the
                    appropriate   governmental   authority   in  the   State  of
                    California and in each state and country in which the Seller
                    is authorized  to do business  showing the Seller is in good
                    standing and authorized to do business in such jurisdiction;

               (iv) Seller's Resolution of the Manager and Sole Member of Seller
                    approving the Seller  entering  into this  Agreement and the
                    consummation of the transactions contemplated hereby.

        (b)    Buyer's Deliveries. At the Closing, Buyer shall have delivered to
               Seller:

               (i)  The Promissory Note  substantially  in the form of Exhibit B
                    hereto;

               (ii) Certificates  representing  560,000  shares of  unregistered
                    common stock of Edison Renewables, Inc. to Seller;

               (v)  A certificate,  dated as of a date not more than thirty (30)
                    days  prior  to  the  Closing  date,   duly  issued  by  the
                    appropriate  governmental  authority  in the State of Nevada
                    and in  each  state  and  country  in  which  the  Buyer  is
                    authorized  to do  business  showing  the  Buyer  is in good
                    standing and authorized to do business in such jurisdiction;

               (vi) Buyer's  Resolution  of the  board  of  directors  of  Buyer
                    approving  the Buyer  entering  into this  agreement and the
                    consummation of the transactions contemplated hereby.

<PAGE>


                         ARTICLE III. CLOSING CONDITIONS

3.01      Conditions  Precedent to the Obligations of Seller. All obligations of
          Seller under this  Agreement  are subject to the  fulfillment,  at the
          option of  Seller,  at or prior to the  Closing  Date,  of each of the
          following conditions;

          (a)  Buyer's  Representations and Warranties.  The representations and
               warranties of Buyer herein  contained  shall be true on and as of
               the Closing Date.

          (b)  Other Agreements.  On the Closing Date, the Agreement(s) and such
               other   Instruments   reasonably   necessary  to  carry  out  the
               transactions  contemplated by this Agreement shall have been duly
               executed and delivered by Buyer.

          (c)  No Litigation.  No Proceeding shall have been commenced and still
               be pending, no investigation by any Governmental  Authority shall
               have been commenced and still be pending, and no Proceeding shall
               have been  threatened  against  Seller or Buyer  (i)  seeking  to
               restrain,  prevent or change the transactions contemplated hereby
               or   questioning   the  validity  or  legality  of  any  of  such
               transactions,  or (ii) which if resolved  adversely  to any party
               would  materially and adversely  affect the financial  condition,
               business, property, assets or prospects of any such party.

          (d)  Documentation.  All matters and  proceedings  taken in connection
               with the sale of the  Purchased  Assets as  herein  contemplated,
               including  forms of  instruments  and matters of title,  shall be
               reasonably satisfactory to Seller and its counsel.

3.02      Conditions  Precedent to the Obligations of Buyer.  All obligations of
          Buyer  under this  Agreement  are subject to the  fulfillment,  at the
          option of  Seller,  at or prior to the  Closing  Date,  of each of the
          following conditions;

          (a)  Seller's Representations and Warranties.  The representations and
               warranties of Seller and the Sole Member herein  contained  shall
               be true on and as of the Closing Date.

          (b)  Consents.  Buyer shall have  received  evidence  satisfactory  to
               Buyer and its  counsel,  that all of the  Consents  disclosed  in
               Schedule 4.12 hereto have been duly obtained and that all Permits
               and Consents  necessary to the operation of the Purchased  Assets
               have been transferred to or issued to Buyer.

          (c)  Other  Agreements.  On the Closing Date, the Agreement(s) and the
               Instruments  of transfer of the Purchased  Assets shall have been
               duly executed and delivered by Seller and the parties hereto.

          (d)  No Litigation.  No Proceeding shall have been commenced and still
               be pending, no investigation by any Governmental  Authority shall
               have been commenced and still be pending, and no Proceeding shall
               have been  threatened  against  Seller or Buyer  (i)  seeking  to
               restrain,  prevent or change the transactions contemplated hereby
               or   questioning   the  validity  or  legality  of  any  of  such
               transitions,  or (ii) which, if resolved adversely to such party,
               would  materially and adversely  affect the financial  condition,
               business, property, assets or prospects of any such Person.

<PAGE>

          (e)  Documentation.  All matters and  proceedings  taken in connection
               with the sale of the  Purchased  Assets as  herein  contemplated,
               including  forms of  Instruments  and matters of title,  shall be
               reasonably satisfactory to Buyer and its counsel.

            ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE SELLER
                                 AND SOLE MEMBER

          Seller and Sole Member  hereby  jointly and  severally  represent  and
warrant to Buyer as follows:

4.01      Organization:  Good Standing.  Seller is a limited  liability  company
          duly organized,  validly  existing and in good standing under the laws
          of its jurisdiction of incorporation and in each jurisdiction in which
          the  nature  of  its  business  or the  ownership  or  leasing  of its
          properties  makes  such  qualification   necessary.   Seller  has  all
          requisites  corporate and other power and authority and legal right to
          own operate and lease its properties,  and to carry on its business as
          now being conducted. True, complete and correct copies of its articles
          of organization  (including  amendments thereto),  operating agreement
          (including  amendments  thereto)  and  minutes  of the  members of the
          Seller  have  been or will be  delivered  to the Buyer  approving  the
          entering into this Agreement and the transactions contemplated thereby
          are correct and complete copies thereof in all respects.

4.02      Membership  Units of Seller.  The authorized  Membership  Units of the
          Seller consist of 1 Unit, of which 0 Units are issued and outstanding.
          All of the  Membership  Units  of  Seller  are  owned  of  record  and
          beneficially  by the Sole Member.  All of the  outstanding  Membership
          Units  of  Seller  are  duly  and  validly  issued,   fully  paid  and
          non-assessable.  There are no  outstanding  rights  of  subscriptions,
          warrants,  calls,  options,  contracts or other agreements of any kind
          issued or  granted to any person by Seller to  purchase  or  otherwise
          acquire any Membership Units of Seller.

4.03      Authorization.  (a)  Seller  has all  requisite  legal  right,  power,
          authority and capacity to enter into this Agreement and to perform all
          of its obligations hereunder. Seller has taken all necessary action to
          authorize  the sale  hereunder  on the  terms and  conditions  of this
          Agreement and to authorize the execution,  delivery and performance of
          this  Agreement.  This  Agreement has been duly executed by Seller and
          constitutes   a  legal,   valid  and  binding   obligation  of  Seller
          enforceable  against it in accordance  with its terms,  except as such
          enforceability may be limited by applicable bankruptcy, insolvency, or
          other  similar  laws from time to time in  effect,  which  affect  the
          enforcement of creditors' rights in general and by general  principles
          of equity (regardless of whether such  enforceability is considered in
          a proceeding  in equity or at law);  (b) Sole Member has the requisite
          legal power and  capacity to enter into this  Agreement  and the other
          documents and Instruments to which it is a party and to consummate the
          transactions  contemplated hereby and thereby. This Agreement has been
          duly  executed and  delivered by the Sole Member and  constitutes  the
          legal,  valid and binding  obligation of the Sole Member,  enforceable
          against such Sole Member in accordance with its terms,  except as such
          enforceability may be limited by applicable bankruptcy, insolvency, or
          other  similar  laws from time to time in  effect,  which  affect  the
          enforcement of creditors' rights in general and by general  principles
          of equity (regardless of whether such  enforceability is considered in
          a proceeding in equity or at law).

<PAGE>


4.04      No  Material  Adverse  Change.  Since the date of the Letter of Intent
          executed on June 25, 2004 between the Parties,  there has not been any
          material damage,  destruction or loss to any of the Purchased  Assets,
          whether or not covered by insurance.

4.05      Tax  Returns  and  Payments.  Seller  and/or Sole Member have duly and
          timely filed all Federal,  state local and  foreign,  income,  excise,
          sales, franchise, use, withholding, unemployment and other tax returns
          and  reports  required  to be filed  and have  duly paid all taxes and
          other governmental charges upon it or its properties,  assets, income,
          franchises,  licenses or sales for the Business.  All such returns and
          reports are true,  correct and complete.  There is not material unpaid
          assessment or proposal by any  Governmental  Authority for  additional
          taxes for which Seller does not have adequate  reserves for any fiscal
          year. All monies  required to be withheld by Seller from employees for
          income taxes,  Social Security and  unemployment  insurance taxes have
          been  collected  or  withheld,  and  either  paid  to  the  respective
          Governmental  Authority or set aside in accounts for such purpose,  or
          accrued, reserved against, and entered upon the books of Seller.

4.06      Title to Tangible Personal  Property.  Except as set forth in Schedule
          4.07,  Seller has good and  marketable  title to all of the  Purchased
          Assets, subject to no Lien.

4.07      Condition  of  Property.  The  Purchased  Assets of Seller are in good
          operating  condition  and repair,  subject  only to ordinary  wear and
          tear, and Seller has no reason to believe that such  Purchased  Assets
          will not be in all  material  respects  adequate  for Buyer to operate
          said assets.

4.08      Litigation.  There is no suit,  action or litigation,  administrative,
          arbitration  or other  Proceeding  or  governmental  investigation  or
          inquiry  pending or to the best  knowledge  of Seller and Sole  Member
          threatened that affects Seller or the Purchased Assets.

4.09      Governmental and Other Consents. No Consent or Permit of any person is
          required  for or with  respect to Seller or Sole Member in  connection
          with the  execution  or delivery of this  Agreement  by Seller or Sole
          Member  or  the   consummation   by  Seller  or  Sole  Member  of  the
          transactions  contemplated  hereby  other than the Consents or permits
          specified in Schedule 4.11 hereto. Seller has, or prior to the Closing
          will have,  furnished  to Buyer true and  complete  copies of any such
          Consents or permits which shall have been obtained.

4.10      Compliance with other  Instruments.  Subject to obtaining the consents
          and Permits listed in Schedule 4.11 hereto,  neither the execution and
          delivery  of  this   Agreement  by  Seller  or  Sole  Member  nor  the
          consummation of the transactions contemplated hereby will (i) conflict
          with or result in any  violation of or  constitute a default under any
          term of the  certificate  of  incorporation  or formation of Seller or
          by-laws of Seller, or (ii) conflict with or result in any violation of
          or constitute a default under any law, Instrument, Lien or contract by
          which Seller or Sole Member or its or their  properties  or assets are
          bound,  or (iii) result in the creation or  imposition  of any Lien or
          give to any other  Person any interest or right,  including  rights or
          acceleration,  termination or  cancellation  in or with respect to, or
          otherwise affect, any of the properties, assets or business of Seller.

<PAGE>

4.11      Environmental  Matters.  To the knowledge of Seller or Sole Member (i)
          Seller has conducted its business in  compliance  with all  applicable
          Environmental  Laws for the  operation  of its  business as  presently
          conducted; (ii) Seller has not received any notices, demand letters or
          requests  for  information  from any  Governmental  Authority or third
          party  indicating that Seller may be in violation of, or liable under,
          and Environmental Law in connection with the ownership or operation of
          its  business;  (iii) there are no civil,  criminal or  administrative
          actions,   suits,  demands,   claims,   hearings,   investigations  or
          Proceedings  pending  or, to the  knowledge  of Seller or Sole  Member
          threatened  against  Seller  relating  to any  violation,  or  alleged
          violation,  of any applicable  Environmental  Law; (iv) neither Seller
          nor any of its properties  are subject to any material  Liabilities or
          expenditures (fixed or contingent)  relating to any suit,  settlement,
          law or claim asserted or arising under any Environmental Law.

4.12      Brokers.   All  negotiations   relative  to  this  Agreement  and  the
          transactions  contemplated  hereby  have  been  carried  on by  Seller
          without the intervention of any other Person in such manner as to give
          rise to any valid claim for a "finder"  fee,  brokerage  commission or
          other like payment.

4.13      Investment Purposes.  The Shares acquired by Seller 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 Seller 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.

4.14      No Registration.  The Seller 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.

4.15      Accreditation/Sophistication.   The  Seller  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.

4.16      Information on Edison Renewables, Inc.. The Seller has reviewed all of
          the  reports,   proxy  and  information  statements  and  registration
          statements filed by Edison

<PAGE>

          Renewables,  Inc. with the Securities and Exchange  Commission via the
          EDGAR  system and the  Seller 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.

4.17      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."

4.18      Accuracy of Documents. All Contracts,  Instruments,  Permits and other
          documents   delivered  by  Seller  to  Buyer  for  Buyer's  review  in
          connection  with  this  Agreement  and the  transactions  contemplated
          hereby,   including,   without   limitation,   all   certificates   of
          incorporation,  by-laws, corporate minutes, stock record books and tax
          returns are true,  correct and complete  copies of all such Contracts,
          Instruments, Permits and other documents.

4.19      Full  Disclosure.  No  representation,  warranty or  statement  by the
          Seller 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 Seller 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. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

5.01      Organization.  Buyer is a Corporation duly organized and validly under
          the  laws of he  State  of its  incorporation,  and has all  requisite
          corporate power and authority to own, operate and lease its properties
          and assets.

5.01      Authorization.  Buyer has full  power,  authority  and legal  right to
          execute  and  deliver,  and to perform  its  obligations  under,  this
          Agreement,  and has  taken  all  necessary  action  to  authorize  the
          purchase  hereunder on the terms and  conditions of this Agreement and
          to  authorize  the  execution,   delivery  and   performance  of  this
          Agreement.  This  Agreement  has been  duly  executed  by  Buyer,  and
          constitutes a legal, valid and binding obligation of Buyer enforceable
          in accordance  with its terms,  except as such  enforceability  may be
          limited by applicable  bankruptcy,  insolvency,  or other similar laws
          from  time  to  time  in  effect,  which  affect  the  enforcement  of
          creditors'  rights in  general  and by  general

<PAGE>

          principles of equity  (regardless  of whether such  enforceability  is
          considered in a proceeding in equity or at law).

5.02      Capitalization.  The authorized capital stock of the Buyer consists of
          200,000,000  shares of common  stock,  $.001 par value per  share,  of
          which  16,692,724  shares  are  issued  and  outstanding.  All  of the
          outstanding  shares of  capital  stock of Buyer  are duly and  validly
          issued,  fully paid and  non-assessable.  Except as  disclosed  in its
          public  filings,  there are (i) no shares  of  capital  stock or other
          equity   securities   convertible  into  equity  securities  of  Buyer
          outstanding;   and  (ii)  no  outstanding   rights  of  subscriptions,
          warrants,  calls,  options,  contracts or other agreements of any kind
          issued or  granted  to any person by Buyer to  purchase  or  otherwise
          acquire any equity  securities or securities  convertible  into equity
          securities  of  Buyer.  There  are no Liens  on or other  restrictions
          affecting  any of the  capital  stock of Buyer  being  transferred  to
          Seller.  Buyer has delivered to Seller  complete and correct copies of
          Buyer's certificate of incorporation,  by-laws, minutes authorizing or
          relating to this  transaction,  as requested  by Seller,  all of which
          include  all  amendments  as of the date  hereof and which are in full
          force and effect on the date hereof.

5.03      Compliance with Instruments, Consents, Adverse Agreements. Neither the
          execution and the delivery of this Agreement nor the  consummation  of
          the transactions  contemplated  hereby will conflict with or result in
          any  violation of or  constitute a default  under the  certificate  of
          incorporation or the Bylaws of Buyer, or any Law, Instrument,  Lien or
          other  Contract  by which  Buyer is bound.  Buyer has, or prior to the
          Closing will have, obtained any Consent or Permit which is required on
          the part of Buyer in connection with the execution or delivery of this
          Agreement or the consummation of the transactions contemplated hereby.

5.04      Litigation.  There is no suit,  action or litigation,  administrative,
          arbitration or other Proceeding or governmental  investigation pending
          or, to the knowledge of Buyer,  threatened which might, severely or in
          the aggregate, materially and adversely affect the financial condition
          or  prospects  of Buyer or Buyer's  ability to acquire  the  Purchased
          Assets as contemplated by this Agreement.

5.05      Brokers.   All  negotiations   relative  to  this  Agreement  and  the
          transactions contemplated hereby have been carried on by Buyer without
          the intervention of any other person in such manner as to give rise to
          any valid claim for a finder's fee, brokerage commission or other like
          payment.

5.06      SEC Reports.  Edison  Renewables,  Inc.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.

5.07      Accuracy of Documents. All Contracts,  Instruments,  Permits and other
          documents  delivered  by  Buyer  to  Seller  for  Seller's  review  in
          connection  with  this  Agreement  and the  transactions  contemplated
          hereby,   including,   without   limitation,   all   certificates   of
          incorporation,  by-laws, corporate minutes, stock record books and tax
          returns are true,

<PAGE>

          correct  and  complete  copies  of all  such  Contracts,  Instruments,
          Permits and other documents.

5.08      Full  Disclosure.  No  representation,  warranty or  statement  by the
          Seller 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 Seller that has had, or which may be reasonably  expected to have,
          a  Material  Adverse  Effect  that  has  not  been  disclosed  in this
          Agreement.

                       ARTICLE VI. POST CLOSING COVENANTS


6.01      Survival of Representations  and Warranties.  The parties hereto agree
          that,  notwithstanding  any right of Buyer  fully to  investigate  the
          affairs  of  Seller  and   notwithstanding   any  knowledge  of  facts
          determined or determinable by Buyer pursuant to such  investigation or
          right of  investigation,  Buyer has the right to rely  fully  upon the
          representations  and warranties of Seller  contained in this Agreement
          and on the accuracy of any document, certificate,  Instrument, Exhibit
          or Schedule  given or delivered  to Buyer  herewith or at the Closing.
          All statements contained in any such document, certificate, Exhibit or
          Schedule or other  Instrument  given or  delivered  by Seller to Buyer
          herewith or at the closing shall be deemed to be a representation  and
          warranty  under  this  Agreement.   All  covenants,   representations,
          warranties  and  agreements  made in this Agreement or in any Exhibit,
          Schedule, Instrument, certificate or document delivered herewith or at
          the Closing shall  survive the execution and delivery  thereof and the
          Closing hereunder to the maximum extent provided by applicable Law.

6.02      Obligation  of Seller and Sole  Member to  Indemnity.  Seller and Sole
          Member agree to jointly and severally indemnity, defend, save and hold
          Buyer (and its managers,  members, employees and agents) harmless from
          and against any and all damage, liability, loss, expense,  assessment,
          judgment or deficiency of any nature  whatsoever  (including,  without
          limitation,  reasonable  attorneys'  fees and other costs and expenses
          incident  to any  suite,  action or  proceeding)  (together  "Losses")
          incurred or sustained by Buyer which arises out of or results from (i)
          the breach of any  representation or warranty of Seller or Sole Member
          set forth in Article  IV, (ii) the breach of or failure to perform any
          covenant  of  Seller  or Sole  Member  set  forth  in  this  Agreement
          (including,  but not limited to, any post closing covenant), and (iii)
          any and all  Liabilities  and  obligations  of Seller  other  than the
          Assumed   Liabilities.   In  the  event  that  Buyer  is  entitled  to
          indemnification  pursuant  to this  Section  6.02  and the same is not
          promptly  paid,  Buyer  shall  have the right to deduct  the amount it
          should have received pursuant to this Section 6.02 from any Payment it
          is obligated to pay Seller pursuant to Section 2.02 (b) hereof.

6.03      Obligation  of Buyer to  Indemnify.  Buyer hereby agrees to indemnify,
          defend,  save and hold Seller (its directors,  officer,  employees and
          agents)  harmless  from and  against  any and all Losses  incurred  or
          sustained  by Seller which arise out of or results from (i) the breach
          of any  representation or warranty of Buyer set forth Article V above,
          and (ii) the breach of or failure to perform any covenant of Buyer set
          forth in this Agreement.

6.04      Procedures  for  Indemnification.  Promptly after service of notice of
          any claim or of process  by any third  person in any matter in respect
          of  which  indemnity  may be  sought

<PAGE>

          from a party  pursuant  to this  Agreement,  the party so served  will
          notify the indemnifying party of the receipt thereof. The indemnifying
          party will have the receipt thereof.  The indemnifying party will have
          the  right to  participate  in, or  assume,  at its own  expense,  the
          defense  of  any  such  claim  or  process  (with  counsel  reasonably
          acceptable  to the  indemnified  party) or settlement  thereof.  After
          notice from the  indemnifying  party of its  election so to assume the
          defense  thereof,  the  indemnifying  party  will not be liable to the
          indemnified  party  for any  legal or other  expense  incurred  by the
          indemnified  party in connection with such defense.  Such defense will
          be conducted expeditiously (but with due regard for obtaining the most
          favorable  outcome and the indemnified  party will be advised promptly
          of all material  developments.  The indemnifying party will not settle
          any such claim  without the prior written  consent of the  indemnified
          party,  which consent shall not be  unreasonably  withheld or delayed.
          With  respect to any matter which is the subject of any such claim and
          as to which the  indemnified  party fails to give the other party such
          notice as aforesaid, and such failure adversely affects the ability of
          the  indemnifying  party to defend such claim or materially  increases
          the  amount  of  indemnification   which  the  indemnifying  party  is
          obligated to pay hereunder,  the amount of  indemnification  which the
          indemnified  party will be entitled  to receive  will be reduced to an
          amount which the indemnified party would have been entitled to receive
          has such notice been timely given.  No settlement of any such claim as
          to which the indemnifying  party has not elected to assume the defense
          thereof  will  be  made  without  the  prior  written  consent  of the
          indemnifying party, which consent will not be unreasonable withheld or
          delayed.

6.05      Further  Assurances.  Following the Closing,  at the request of Buyer,
          Seller and Sole Member shall execute and deliver to Buyer such further
          documents  and take  such  reasonable  action as may be  necessary  or
          appropriate to (i) confirm the sale, transfer, assignment,  conveyance
          and  delivery  of the  Purchased  Assets,  (ii)  vest in Buyer  all of
          Seller's right, title and interest to the Purchased Assets or (iii) by
          required pursuant to SEC rules and regulations.


                           ARTICLE VII. MISCELLANEOUS

7.01      Severability. If any provision of this Agreement or the application of
          any such provision to any party or  circumstances  shall be determined
          by any court of competent jurisdiction to be invalid and unenforceable
          to any extent,  the remainder of this Agreement or the  application of
          such  provision  to such person or  circumstances  other than those to
          which it is so determined to be invalid and  unenforceable,  shall not
          be affected  thereby,  and each provision hereof shall be validate and
          shall be enforced to the fullest extent permitted by law.

7.02      Waivers. Any failure by any party to this Agreement to comply with any
          of its obligations, agreements or covenants hereunder may be waived by
          Seller in the case of a default by Buyer and by Buyer in the case of a
          default by Seller or Sole Member.  Buyer and Seller will not be deemed
          as a consequence of any act, delay, failure, omission,  forbearance or
          other indulgences granted from time to time by Buyer or Seller: (I) to
          have waived,  or to be stopped from  exercising,  any of its rights or
          remedies  under this  Agreement,  or (ii) to have  modified,  changed,
          amended, terminated, rescinded, or superseded any of the terms of this
          Agreement,  unless  such  waiver,  modification,   amendment,  change,
          termination, rescission, or suppression is express, in writing and

<PAGE>

          signed by a duly  authorized  officer  of Seller or a duly  authorized
          Manager of Buyer, as the case may be. No single or partial exercise by
          Buyer or Seller of any right or remedy will preclude  other or further
          exercise  thereof  or  preclude  the  exercise  of any other  right or
          remedy, and a waiver expressly made in writing on one occasion will be
          effective  only in that  specific  instance  and only for the  precise
          purpose for which given,  and will not be construed as a consent to or
          a waiver of any right or remedy on any future  occasion or a waiver of
          any right or remedy against any other Person.

7.03      Notices. All notices, consents, demands, requests, approvals and other
          communications which are required or may be give hereunder shall be in
          writing  and shall be deemed  to have  been duly  given if  personally
          delivered (including by overnight courier service) or mailed certified
          first class mail, postage prepaid:

          (a)       If to Seller or Sole Member

                    Buchanan ITS, LLC
                    300 S. Harbor Blvd., Suite 810
                    Anaheim CA 92805
                    Attention: Michael J. Buchanan, Manager

                    With a copy to:

                    Arthur R. Knowlson
                    660 Newport Center Dr
                    Suite 570
                    Newport Beach, CA 92660


          (b)       If to Buyer:

                    Edison Renewables, Inc.
                    1940 Deer Park Avenue, #390
                    Deer Park, New York 11729
                    Attention: James Wray - Vice President/Director/Secretary

                    With a copy to:

                    Paul G. Goss, Esq.
                    410 17th Street, Suite 1870
                    Denver, Colorado 80202

                    Or to such  other  person  or  persons  at such  address  or
                    addresses  as may be  designated  by  written  notice to the
                    other parties hereunder. Notice shall be deemed delivered at
                    the time received for personal delivery, or when mailed at a
                    United States Post Office Box or branch office.

7.04      Binding Effect, Benefits. This Agreement shall inure to the benefit of
          and be binding upon the parties hereto and their respective successors
          and assigns;  provided,  however, that nothing in this Agreement shall
          be  construed  to  confer  any  rights,   remedies,

<PAGE>

          obligations or liabilities on any Person other than the parties hereto
          or their respective successors and assigns.

7.05      Entire Agreement;  Amendment; This Agreement,  together with the other
          instruments  delivered  in  connection  herewith,  embodies the entire
          agreement and  understanding  of the parties hereto and supersedes any
          prior agreement or under-standing  between the parties with respect to
          the subject matter of this Agreement. This Agreement cannot be amended
          or  terminated  orally,  but  only by  writing  duly  executed  by the
          parties.

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

7.07      Headings. Headings of the sections in this Agreement are for reference
          purposes only and shall not be deemed to have any substantive effect.

7.08      Assignment. This Agreement may not be assigned by either party without
          the prior written consent of the other.

7.09      Costs and  Expenses.  Each party  hereto  shall bear its own costs and
          expenses  incurred in connection  with the  transactions  contemplated
          hereby.

7.10      Applicable  Law.  THIS  AGREEMENT  SHALL BE GOVERNED AND CONSTRUED AND
          INTERPRETED  IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF  NEVADA,
          WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

7.11      Arbitration.  Any disputes  arising  under this  Agreement,  including
          without  limitation,  those  involving  specific  performance or other
          equitable relief,  shall be submitted to binding arbitration under the
          Commercial Arbitration Rules of the American Arbitration  Association.
          The arbitration shall be conducted only in Anaheim, California, before
          a single arbitrator  selected by the parties or, if they are unable to
          agree on an  arbitrator,  before a panel  of  three  arbitrators,  one
          selected by the Buyer,  one selected by the Seller and the Sole Member
          and the third selected by the other two  arbitrators.  This submission
          and agreement shall be specifically enforceable.  The prevailing party
          or parties in any such  arbitration  or in any action to enforce  this
          agreement to arbitrate  shall be entitled to all reasonable  costs and
          expenses,  including fees and expenses of the  arbitrators,  attorneys
          and accountants,  incurred in connection  therewith.  THE AWARD OF THE
          ARBITRATORS  SHALL BE FINAL AND BINDING AND  JUDGMENT ON THE AWARD MAY
          BE ENTERED BY ANY COURT OF COMPETENT JURISDICTION.


<PAGE>

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

         Seller:
                  Buchanan ITS, LLC, a limited liability company

                  By: /s/ Michael J. Buchanan
                      -----------------------
                  Name: Michael J. Buchanan
                  Title: Manager


         Sole Member:

                  Michael J. Buchanan

                  /s/ Michael J. Buchanan
                  -----------------------

         Buyer:

                  Edison Renewables, Inc.


                  By: /s/ James Galan Wray
                  ------------------------
                  Name:  James G. Wray
                  Title: VP/Director/Secretary