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                                                                      Exhibit 4b

                       STOCK OPTION AND PURCHASE AGREEMENT

                  THIS STOCK OPTION AND PURCHASE AGREEMENT (this "Agreement") is
made as of this 3rd day of December, 1998 between Jeffrey Modesitt ("Seller")
and Nevada Energy Company, Inc. ("Buyer").

                                    RECITALS

                  A. Pursuant to Section 1129 under Chapter 11 of Title 11 of
the United States Code, the Bankruptcy Code, a plan of reorganization of Buyer
(the "Plan") was confirmed on September 15, 1998 by Order of the United States
Bankruptcy Court for the District of Nevada, Case No. BK-97-30265-BMG.

                  B. The Plan contains a provision requiring Buyer to repurchase
the shares of Series B Preferred Stock of Buyer owned by Seller for a per share
price of 100,000 shares of Class A Common Stock and a twenty-four (24) month
option to purchase an additional 100,000 shares of Class A Common Stock at an
exercise price of $0.10 per share.

                  C. Seller owns one (1) share of Series B Preferred Stock,
$0.01 par value per share (the "Stock"), of Buyer.

                  NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                  1. Stock Purchase. Seller shall sell, assign and transfer to
Buyer and Buyer shall purchase from Seller the Stock in exchange for a per share
price of 100,000 shares of Class A Common Stock of Buyer and a twenty-four (24)
month option to purchase an additional 100,000 shares of Class A Common Stock of
Buyer at an exercise price of $0.10 per share.

                  2. Payment. Buyer shall deliver certificates representing
100,000 shares of Class A Common Stock of Buyer in favor of Seller, concurrently
with the execution hereof, the receipt of which Seller hereby acknowledges. In
addition, Buyer hereby grants to Seller the right and option to purchase an
additional 100,000 shares of Class A Common Stock of Buyer subject to, and in
accordance with, the following terms and conditions (the "Option"):
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                  2.1.     The purchase price at which Seller shall be entitled
                           to purchase shares of Class A Common Stock of Buyer
                           upon exercise of the Option shall be $0.10 per share.

                  2.2.     The Option shall be exercisable to the extent and in
                           the manner provided herein for a period of
                           twenty-four (24) months from the date of this
                           Agreement.

                  2.3.     Subject to the terms and conditions of this
                           Agreement, including the limitation set forth in
                           Section 2.2 above, the Option may be exercised in
                           whole at any time, or in part from time to time, by
                           delivery of written notice to the Buyer at its
                           principal executive office. Such notice shall state
                           the number of shares in respect of which the Option
                           is being exercised and shall be signed by Seller. If
                           requested by Buyer, Seller shall deliver this
                           Agreement to the Secretary of the Buyer who shall
                           endorse thereon a notation of such exercise.

                  2.4.     The notice of exercise described in Section 2.3 above
                           shall be accompanied by the full purchase price for
                           the shares in respect of which the Option is being
                           exercised, in cash or by check.

                  2.5.     Upon receipt of notice of exercise and full payment
                           for the shares in respect of which the Option is
                           exercised, Buyer shall take such action as may be
                           necessary to effect the transfer to Seller of the
                           number of shares as to which such exercise was
                           effective.

                  2.6.     Seller shall not be deemed to be the holder of, or to
                           have any of the rights of a holder with respect to
                           any shares subject to the Option until (i) the Option
                           shall have been exercised pursuant to the terms of
                           this Agreement and Seller shall have paid the full
                           purchase price for the numbers of shares in respect
                           of
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                           which the Option is exercised, (ii) Buyer shall have
                           issued and delivered to Seller certificates
                           evidencing the shares, and (iii) Seller's name shall
                           have been entered as a stockholder of record on the
                           books of Buyer, whereupon Seller shall have full
                           voting and other ownership rights with respect to
                           such shares.

                  2.7.     Buyer shall take such action as is necessary to
                           reserve a sufficient number of shares of Class A
                           Common Stock for issuance upon exercise of the
                           Option.

                  2.8.     The Option shall not be transferable other than by
                           will or by the laws of descent and distribution.
                           During the lifetime of Seller, the Option shall be
                           exercisable only by Seller. Any shares that Seller
                           acquires upon exercise of the Option may be
                           transferred freely upon registration under the
                           Securities Act and any applicable state securities
                           laws, or pursuant to an exemption from registration
                           under the Securities Act of 1933 and applicable state
                           securities laws.

                  2.9.     Subject to the terms and conditions of this
                           Agreement, upon the effective date of the liquidation
                           or dissolution of Buyer, the Option shall continue in
                           effect in accordance with its terms and Seller shall
                           be entitled to receive in respect of all shares
                           subject to the Option, upon exercise of the Option,
                           the same number and kind of stock, securities, cash,
                           property or other consideration that each holder of
                           shares was entitled to receive in such transaction.

                  2.10     If there shall be any capital reorganization, or
                           consolidation, or merger of the Buyer with any other
                           entity, or any sale of all or substantially all of
                           the Buyer's property
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                           and assets to any other entity, Buyer shall take
                           appropriate action to enable Seller to receive upon
                           any subsequent exercise of the Option, in whole or in
                           part, in lieu of any common shares of Buyer, the
                           share or shares, securities, interest or interests,
                           or other assets as were issuable or payable upon such
                           reorganization, consolidation, merger, or sale in
                           respect of or in exchange for such common shares.

                  2.11     Each certificate representing Common Stock initially
                           issued upon exercise of an Option, unless at the time
                           of the exercise the Company has completed an initial
                           public offering of its Common Stock and the sale of
                           shares to Seller pursuant to the exercise of the
                           Option has been registered under the Securities Act,
                           shall bear the following legend:

                           THE SHARES REPRESENTED BY THIS CERTIFICATE
                           HAVE NOT BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED, AND MAY
                           BE OFFERED AND SOLD ONLY IF SO REGISTERED OR
                           IN A MANNER EXEMPT FROM REGISTRATION UNDER
                           SUCH ACT. IN ADDITION, THE TRANSFER OF THESE
                           SECURITIES IS SUBJECT TO THE CONDITIONS SET
                           FORTH IN A STOCK OPTION AGREEMENT DATED
                           DECEMBER__, 1998 BETWEEN JEFFREY MODESITT
                           AND NEVADA ENERGY COMPANY, INC. NO TRANSFER
                           OF THESE SECURITIES SHALL BE EFFECTIVE UNTIL
                           SUCH CONDITIONS HAVE BEEN FULFILLED.


                           Certificates issued upon the transfer of any
                           such shares of Class A Common Stock shall
                           also bear this legend, unless Buyer shall
                           have waived the requirement of such legend.
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                  2.12     Seller hereby represents and warrants to Buyer that
                           Seller is acquiring the Option and any Class A Common
                           Stock acquired by him pursuant to the exercise of the
                           Option for his own account, for investment and not
                           with a view to the sale or distribution thereof, nor
                           with any present intention to distribute or sell the
                           Class A Common Stock.

                  3. Surrender of Shares. Concurrently with the execution
hereof, Seller shall deliver to Buyer Certificate No. B3 which represents the
Stock duly endorsed for transfer to Buyer, receipt of which Buyer hereby
acknowledges. Seller further covenants and agrees to take any and all reasonable
steps necessary to transfer legal ownership of the Stock to Buyer.

                  4. Representation of Seller. Seller represents and warrants
that he is the sole owner, both of record and beneficially, of the Stock and the
Stock is free and clear of all claims, liens, charges and assessments of any
kind whatsoever.

                  5. Survival of Representation and Warranties. All
representations and warranties made hereunder shall survive the delivery of the
Stock sold hereunder.

                  6. Closing. Closing for this transaction shall occur on
December __, 1998.

                  7. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto, their legal
representatives, successors and assigns.

                  8. Entire Agreement. This Agreement is intended by the parties
hereto as a final expression of their agreement with respect to the subject
matter hereof, and is intended as a complete and exclusive agreement of the
terms and conditions of that agreement. This Agreement may not be modified,
rescinded or terminated orally, and no modification, rescission, termination or
attempted waiver of any of the terms, provisions or conditions hereof (including
this paragraph) shall be valid unless in writing and signed by the party against
whom the same is sought to be enforced.
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                  9. Non-Waiver. No delay or failure by any party to exercise
any right under this Agreement, and no partial or single exercise of that right,
shall constitute a waiver of that or any other right, unless otherwise expressly
provided herein.

                  10. Payment of Legal Expenses. Buyer shall pay all fees and
expenses of counsel incurred with respect to this Agreement.

                  11. Headings. Headings in this Agreement are for convenience
only and shall not be used to interpret or construe its provisions.

                  12. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first set forth above.

                                            SELLER:
                                            Jeffrey Modesitt


 /s/ (Unknown)                              /s/ Jeffrey Modesitt       
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Witness
                                            BUYER:
                                            Nevada Energy Company, Inc.



 /s/ (Unknown)                              /s/ Richard Cascarilla     
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Witness                                     By: