EXHIBIT 10.1
                                AB WATLEY GROUP INC.
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                        2004 Non-Statutory Stock Option Plan

                           (As Amended on March 15, 2005)


            1. Purpose of the Plan. The AB Watley Group Inc. 2004 Non-Statutory
Stock Option Plan (the "Plan") is intended to advance the interests of AB Watley
Group Inc. (the "Company") by inducing individuals, and eligible entities (as
hereinafter provided) of outstanding ability and potential to join, remain with,
or provide employment, consulting or advisory services to, the Company, by
encouraging and enabling eligible employees, non-employee Directors, consultants
and advisors to acquire proprietary interests in the Company, and by providing
the participating employees, non-employee Directors, consultants and advisors
with an additional incentive to promote the success of the Company. This is
accomplished by providing for the granting of Non-Statutory Stock Options (the
"Options") to employees, non-employee Directors, consultants and advisors.

            2. Administration. The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors") or by a committee (the
"Committee") chosen by the Board of Directors. Except as herein specifically
provided, the interpretation and construction by the Board of Directors or the
Committee of any provision of the Plan or of any Option granted under it shall
be final and conclusive. The receipt of Options by Directors, or any members of
the Committee, shall not preclude their vote on any matters in connection with
the administration or interpretation of the Plan.

            3. Shares Subject to the Plan. The stock subject to Options granted
under the Plan shall be shares of the Company's Common Stock, par value $.001
per share (the "Common Stock"), whether authorized but unissued or held in the
Company's treasury. The maximum number of shares of Common Stock which may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate six hundred thousand (600,000) shares, subject to adjustment in
accordance with the provisions of Section 11 hereof. The Company shall at all
times while the Plan is in force reserve such number of shares of Common Stock
as will be sufficient to satisfy the requirements of all outstanding Options
granted under the Plan. In the event any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part, the
un-purchased shares subject thereto shall again be available for Options under
the Plan.

            4. Participation. The class of individual or entity that shall be
eligible to receive Options under the Plan shall be all employees (including
officers) and non-employee Directors of, or consultants and advisors to, either
the Company or any subsidiary corporation of the Company; provided, however,
that Options shall not be granted to any such consultants and advisors unless
(i) bona fide services have been or are to be rendered by such consultant or
advisor and (ii) such services are not in connection with the offer or sale of
securities in a capital raising transaction. The Board of Directors or the
Committee, in its sole discretion, but subject to the provisions of the Plan,
shall determine the employees and non-employee Directors of, and the consultants
and advisors to, the Company and its subsidiary corporations to whom Options
shall be granted, and the number of shares to be covered by each Option, taking
into account the nature of the employment or services rendered by the
individuals or entities being considered, their annual compensation, their
present and potential contributions to the success of the Company, and such
other factors as the Board of Directors or the Committee may deem relevant.


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            5. Stock Option Agreement. Each Option granted under the Plan shall
be authorized by the Board of Directors or the Committee, and shall be evidenced
by a Stock Option Agreement which shall be executed by the Company and by the
individual or entity to whom such Option is granted. The Stock Option Agreement
shall specify the number of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, the option price per
share thereof, and such other terms and provisions not inconsistent with this
Plan.

            6. Grant of Non-Statutory Stock Options. The Options granted under
the Plan are not intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code). The Options shall be
subject to the following terms and conditions:

            (1) An Option may be granted to any individual or entity eligible to
receive an Option under the Plan pursuant to Section 4 hereof.

            (2) The option price of the shares of Common Stock subject to an
Option shall be determined by the Board of Directors or the Committee, in its
sole discretion, at the time of the grant of the Option.

            (3) An Option granted under the Plan may be of such duration as
shall be determined by the Board of Directors or the Committee (subject to
earlier termination as expressly provided in Section 9 hereof).

            7. Rights of Option Holders. The holder of any Option granted under
the Plan shall have none of the rights of a stockholder with respect to the
stock covered by his Option until such stock shall be transferred to him upon
the exercise of his Option.

            8. Transferability. No Option granted under the Plan shall be
transferable by the individual or entity to whom it was granted otherwise than
by will or the laws of descent and distribution, and, during the lifetime of
such individual, shall not be exercisable by any other person, but only by him.

            9.  Termination  of Employment  or Death.

            (a) Except as  otherwise  provided  in the Stock  Option
            Agreement,  if the  employment of an employee by, or the
            services of a  non-employee  Director for, or consultant
            or advisor to, the Company or a  subsidiary  corporation
            of the  Company,  shall be  terminated  for any  reason,
            other  than  cause,  including,   but  not  limited  to,
            voluntary  termination,  or permanent disability,  then,
            subject to subsections  (b), (c) and (d) of this Section
            9, his or its Option  may be  exercised  anytime  within
            five (5) years after such  termination.  For purposes of
            this subsection (a), an employee, non-employee Director,
            consultant  or advisor who leaves the employ or services
            of the  Company to become an  employee  or  non-employee
            Director of, or a consultant or advisor to, a subsidiary
            corporation   of  the  Company  or  a  corporation   (or
            subsidiary  or parent  corporation  of the  corporation)
            which has  assumed the Option of the Company as a result
            of a corporate  reorganization  or the like shall not be
            considered  to  have   terminated   his   employment  or
            services.


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            (b) Subject to the terms of the Stock Option  Agreement,
            if the holder of an Option under the Plan dies (i) while
            employed by, or while serving as a non-employee Director
            for or a  consultant  or advisor  to,  the  Company or a
            subsidiary  corporation  of the Company,  or (ii) within
            five (5) years after the  termination  of his employment
            or services, other than for cause, then such Option may,
            subject  to the  provisions  of  subsection  (d) of this
            Section 9, be exercised by the estate of the employee or
            non-employee  Director,  consultant or advisor,  or by a
            person who acquired the right to exercise such Option by
            bequest or inheritance or by reason of the death of such
            employee or non-employee Director, consultant or advisor
            at any time within one (1) year after such death.

            (c) If the employment of an employee by, or the services
            of a non-employee Director for, or consultant or advisor
            to,  the  Company  or a  subsidiary  corporation  of the
            Company,  shall be terminated  for cause then his or its
            option shall expire and be forfeited effective as at the
            date of termination.

            (d) An  Option  may not be  exercised  pursuant  to this
            Section  9 except  to the  extent  that the  holder  was
            entitled  to   exercise   the  Option  at  the  time  of
            termination of employment,  termination of directorship,
            termination  of  consulting  or  advisory  services,  or
            death,  and in any event may not be exercised  after the
            expiration of the Option.


            10. Exercise of Options.

            (a) Unless otherwise provided in the Stock Option Agreement, any
Option granted under the Plan shall be exercisable in whole at any time, or in
part from time to time, prior to expiration. The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options granted under the Plan shall be subject (i) to
such condition or conditions as it may impose, including, but not limited to, a
condition that the holder thereof remain in the employ or service of, or
continue to provide consulting or advisory services to, the Company or a
subsidiary corporation of the Company for such period or periods from the date
of grant of the Option as the Board of Directors or the Committee, in its
absolute discretion, shall determine; and (ii) to such limitations as it may
impose.

            (b) An Option granted under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal office (attention
of the Secretary) of written notice of the number of shares with respect to
which the Option is being exercised. The notice shall be given pursuant to the
Notice of Exercise form attached to the Stock Option Agreement. Such notice
shall be accompanied by payment of the full option price of such shares, and
payment of such option price shall be made by the holder's delivery of (i) his
check payable to the order of the Company, (ii) previously acquired Common
Stock, the fair market value of which shall be determined as of the date of
exercise, if this method of payment is otherwise permitted by the Stock Option
Agreement, (iii) by "cash-less" exercise, if cash-less exercise is otherwise
permitted by the Stock Option Agreement, or (iv) by the holder's delivery of any
combination of the foregoing (i), (ii) and (iii) to the extend permitted by the
Stock Option Agreement.

            11. Adjustment Upon Change in Capitalization.

            (a) In the event that the outstanding Common Stock is hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, reverse split, stock
dividend or the like, an appropriate adjustment shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, and in the number of shares and option price per share subject to
outstanding Options. If the Company shall be reorganized, consolidated, or
merged with another corporation, the holder of an Option shall be entitled to
receive upon the exercise of his Option the same number and kind of shares of
stock or the same amount of property, cash or securities as he would have been
entitled to receive upon the happening of any such corporate event as if he had
been, immediately prior to such event, the holder of the number of shares
covered by his Option.


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            (b) Any adjustment in the number of shares shall apply
proportionately to only the unexercised portion of the Option granted hereunder.
If fractions of a share would result from any such adjustment, the adjustment
shall be revised to the next lower whole number of shares.

            10. Further Conditions of Exercise.

            (a) Unless prior to the exercise of the Option, the shares issuable
upon such exercise have been registered with the Securities and Exchange
Commission pursuant to the Act, the notice of exercise shall be accompanied by a
representation or agreement of the person or estate exercising the Option to the
Company to the effect that such shares are being acquired for investment
purposes and not with a view to the distribution thereof, and such other
documentation as may be required by the Company, unless in the opinion of
counsel to the Company such representation, agreement or documentation is not
necessary to comply with such Act.

            (b) The Company shall not be obligated to deliver any Common Stock
until there has been qualification under or compliance with such federal or
state laws, rules or regulations as the Company may deem applicable.

            11. Effectiveness of the Plan. The Plan shall become operative and
in effect on such date as shall be fixed by the Board of Directors of the
Company in its sole discretion.

            12. Termination, Modification and Amendment.

            (a) The Plan (but not the Options) shall terminate on a date within
ten (10) years from the date of its adoption by the Board of Directors of the
Company, or sooner as hereinafter provided, and no Option shall be granted after
termination of the Plan.

            (b) The Board of Directors may at any time, on or before the
termination date referred to in Section 14(a) hereof, terminate the Plan, or
from time to time make such modifications or amendments to the Plan as it may
deem advisable; provided, however, that the Board of Directors shall not
increase (except as otherwise provided by Section 11 hereof) the maximum number
of Options which may be granted hereunder.

            (c) No termination, modification, or amendment of the Plan may,
without the consent of the individual or entity to whom any Option shall have
been granted, adversely affect the rights conferred by such Option.

            13. Not a Contract of Employment. Nothing contained in the Plan or
in any Stock Option Agreement executed pursuant hereto shall be deemed to confer
upon any individual or entity to whom an Option is or may be granted hereunder
any right to remain in the employ or service of the Company or a subsidiary
corporation of the Company or any entitlement to any remuneration or other
benefit pursuant to any consulting or advisory arrangement.


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            14. Use of Proceeds.  The proceeds from the sale of shares  pursuant
to Options granted under the Plan shall constitute general funds of the Company.

            15. Indemnification of Board of Directors or Committee. In addition
to such other rights of indemnification as they may have, the members of the
Board of Directors or the Committee, as the case may be, shall be indemnified by
the Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, suit, or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit, or proceeding, the member or members of
the Board of Directors or the Committee, as the case may be, shall notify the
Company in writing, giving the Company an opportunity at its own cost to defend
the same before such member or members undertake to defend the same on his or
their own behalf.

            16. Governing Law. The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the laws of the State
of New York.


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