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EXHIBIT 10.1

                       THE SECURITY ASSET 2001 STOCK PLAN



1. Purpose of the Plan

            The purpose of The Security Asset 2001 Stock Plan ("Plan") is to
provide a means by which Security Asset Capital Corporation, a Nevada
corporation ("Company"), may compensate key employees, advisors, and consultants
by issuing to them shares of its capital stock in exchange for services, and to
thereby conserve the Company's cash resources. In addition, equity ownership
will provide increased incentive for such individuals to render services to the
Company in the future and to exert maximum effort for the success of the
Company's business.

2. Definitions

         The following definitions apply the provisions of this Plan:

         A.       "Board" means the Company's Board of Directors

         B.       "Common Stock" means the Company's $.001 par value common
                  stock

         C.       "Committee" means the Committee appointed by the Board in
                  accordance with paragraph A of Section 3 of this Plan. If no
                  Committee is appointed, "Committee" refers to the Board

         D.       "Employee" means any person, including officers, directors,
                  employees, advisors, and consultants employed by the Company
                  or any Subsidiary on either a full-time or part-time basis

         E.       "Plan" means this 2001 Stock Plan

         F.       "Share" means a share of Common Stock.

3. Administration of the Plan

         A. Procedure. The Compensation Committee (the "Committee") appointed by
the Board shall administer the Plan. The Board may appoint a Committee of not
less than two (2) Board members to administer the Plan, subject to such terms
and conditions as the Board may prescribe. Once appointed, the Committee shall
continue to serve until the Board otherwise directs. From time to time, the
Board may increase the Committee size and appoint additional members, fill
vacancies, however caused, and remove all members and thereafter directly
administer the Plan. Members of the Committee who are either eligible for Shares
under this Plan or have been granted Shares under this Plan may vote on any
matters affecting the Plan administration or granting any Shares under the Plan;
provided that no such member shall act upon the granting of Shares to himself or
herself, but any such member may be counted in determining the existence of a
quorum at any meeting during which such action is taken.

         B. Powers of the Committee. The Committee shall have the authority to
(i) based on relevant information, to determine the fair market value of the
Common Stock; (ii) to determine the value of the services rendered or to be
rendered to the Corporation, (iii) the Employees or Consultants to whom and the
time or times when Common Stock shall be granted and the number of Shares to be
issued; (iv) to interpret the Plan; (v) to prescribe, amend and rescind rules
and regulations relating to the Plan; (vi) to authorize any person to execute on
the Company's behalf any instrument required to effectuate a grant of Common
Stock; and (vii) to make all other determinations deemed necessary or advisable
for administering the Plan.

         C. Effect of Committee's Decision. All decisions, determinations, and
interpretations of the Committee shall be final and binding on any and all
holders of Common Stock granted under the Plan.


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4. Shares Reserved.

            A total of Two Million Five Hundred Thousand (2,500,000) shares of
Common Stock shall be subject to the Plan and shall be and are hereby reserved
for issuance under the Plan. Such Shares shall be unissued or previously issued
shares reacquired and held by the Company. Any such shares which remain unsold
when the Plan terminates shall cease to be reserved for the Plan but, until
termination, the Company shall at all times reserve a sufficient number of
shares to meet the Plan's requirements.

5. Eligibility

            Common Stock may be issued under this Plan only to Employees or
Consultants for services rendered to the Company or on the Company's behalf as
determined by the Board or the Committee. Common stock may not be issued under
this Plan for services in connection with a capital raising transaction and do
not directly or indirectly promote or maintain a market for the Company's
securities. An Employee or Consultant who has been issued Common Stock under the
Plan, if he or she is otherwise eligible, may be granted additional Common
Stock.

6. Continuation of Employment

            Neither the Plan or the issuance of any Common Stock under the Plan
shall confer upon any Employee any right with respect to continuing employment
with the Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or other position at anytime.

7. Fair Market Value Limitation

            The Company's Board of Directors or Committee shall grant the right
to receive Common Stock to Employees or Consultants for services rendered to, or
to be rendered to, or on behalf of, the Company such that the fair market value
of the Shares approximates the fair market value of the services. Determination
of fair market value shall be within the business discretion of the Board of
Directors and/or Committee.

8. Investment Representation

            Each Employee or Consultant granted Shares under this Plan shall
represent in writing that she/he is acquiring the shares for investment and not
for resale or to distribute the Shares to the public. Upon demand, delivery of
such a representation prior to the delivery of any shares issued shall be a
condition precedent to the right of the Employee or Consultant to receive Shares
under the Plan.

9. Amendments or Termination

            The Board of Directors may amend, alter or discontinue the Plan.

10. Compliance with Other Laws and Regulations

            The Plan, the grant, and issuance of Shares under the Plan shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by the governmental or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of
such shares under any federal or state law, or any ruling or regulation of any
governmental body which the Company shall, in its sole discretion, determine to
be necessary or advisable. Further, it is the intention of the Company that the
Plan comply in all respects with the provisions of Rule 16b-3 of the Securities
and Exchange Act of 1934, as amended. If any Plan provision is found not to be
in compliance with Rule 16b-3, the provision shall be deemed null and void.

11. Effectiveness and Expiration of the Plan

            The Plan shall be effective on June 11, 2001, and continue to June
11, 2004, three years after the effective date of the Plan, and thereafter no
Shares shall be granted under the Plan.

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APPROVED THIS EFFECTIVE DAY THE 11TH DAY OF JUNE BY A MAJORITY OF THE BOARD OF
DIRECTORS.

/s/      David S. Walton
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Director


/s/      Richard Wensel
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Director


/s/      Darrell Musick
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Director


/s/      David R. Walton
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Director