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                                  Exhibit 10.1

                                ABC FUNDING, INC.

                      2004 NON-STATUTORY STOCK OPTION PLAN

1.       Purpose of this Plan

         This Non-Statutory Stock Option Plan (the "Plan") is intended as an
employment incentive, to aid in attracting and retaining in the employ or
service of ABC Funding, Inc. (the "Company"), a Nevada corporation, and any
Affiliated Corporation, persons of experience and ability and whose services are
considered valuable, to encourage the sense of proprietorship in such persons,
and to stimulate the active interest of such persons in the development and
success of the Company. This Plan provides for the issuance of non-statutory
stock options ("NSOs" or "Options") which are not intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

2.       Administration of this Plan

         The Company's Board of Directors ("Board") may appoint and maintain as
administrator of this Plan the Compensation Committee (the "Committee") of the
Board which shall consist of at least three members of the Board. Until such
time as the Committee is duly constituted, the Board itself shall have and
fulfill the duties herein allocated to the Committee. The Committee shall have
full power and authority to designate Plan participants, to determine the
provisions and terms of respective NSOs (which need not be identical as to
number of shares covered by any NSO, the method of exercise as related to
exercise in whole or in installments, or otherwise), including the NSO price,
and to interpret the provisions and supervise the administration of this Plan.
The Committee may, in its discretion, provide that certain NSOs not vest (that
is, become exercisable) until expiration of a certain period after issuance or
until other conditions are satisfied, so long as not contrary to this Plan.

         A majority of the members of the Committee shall constitute a quorum.
All decisions and selections made by the Committee pursuant to this Plan's
provisions shall be made by a majority of its members. Any decision reduced to
writing and signed by all of the members shall be fully effective as if it had
been made by a majority at a meeting duly held. The Committee shall select one
of its members as its chairman and shall hold its meetings at such times and
places as it deems advisable. If at any time the Board shall consist of seven or
more members, then the Board may amend this Plan to provide that the Committee
shall consist only of Board members who shall not have been eligible to
participate in this Plan (or similar stock or stock option plan) of the Company
or its affiliates at any time within one year prior to appointment to the
Committee.

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         All NSOs granted under this Plan are subject to, and may not be
exercised before, the approval of this Plan by the holders of a majority of the
Company's outstanding shares, and if such approval is not obtained, all NSOs
previously granted shall be void. Each NSO shall be evidenced by a written
agreement containing terms and conditions established by the Committee
consistent with the provisions of this Plan.

3.       Designation of Participants

         The persons eligible for participation in this Plan as recipients of
NSOs shall include full-time and part-time employees (as determined by the
Committee) and officers of the Company or of an Affiliated Corporation. In
addition, directors of the Company or any Affiliated Corporation who are not
employees of the Company or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any Affiliated Corporation shall
be eligible to participate in this Plan. For all purposes of this Plan, any
director who is not also a common law employee and is granted an option under
this Plan shall be considered an "employee" until the effective date of the
director's resignation or removal from the Board of Directors, including removal
due to death or disability. The Committee shall have full power to designate,
from among eligible individuals, the persons to whom NSOs may be granted. A
person who has been granted an NSO hereunder may be granted an additional NSO or
NSOs, if the Committee shall so determine. The granting of an NSO shall not be
construed as a contract of employment or as entitling the recipient thereof to
any rights of continued employment.

4.       Stock Reserved for this Plan

         Subject to adjustment as provided in Paragraph 9 below, a total of
1,500,000 shares of Common Stock ("Stock"), of the Company shall be subject to
this Plan. The Stock subject to this Plan shall consist of un-issued shares or
previously issued shares reacquired and held by the Company or any Affiliated
Corporation, and such amount of shares shall be and is hereby reserved for sale
for such purpose. Any of such shares which may remain unsold and which are not
subject to outstanding NSOs at the termination of this Plan shall cease to be
reserved for the purpose of this Plan, but until termination of this Plan, the
Company shall at all times reserve a sufficient number of shares to meet the
requirements of this Plan. Should any NSO expire or be canceled prior to its
exercise in full, the unexercised shares theretofore subject to such NSO may
again be subjected to an NSO under this Plan.

5.       Option Price

         The purchase price of each share of Stock placed under NSO shall not be
less than ten percent (10%) of the fair market value of such share on the date
the NSO is granted. The fair market value of a share on a particular date shall
be deemed to be the average of either (i) the highest and lowest prices at which
shares were sold on the date of grant, if traded on a national securities
exchange, (ii) the high and low prices reported in the consolidated reporting
system, if traded on a "last sale reported" system, such as NASDAQ, or (iii) the
high bid and high asked price for over-the-counter securities. If no
transactions in the Stock occur on the date of grant, the fair market value
shall be determined as of the next earliest day for which reports or quotations
are available. If the common shares are not then quoted on any exchange or in
any quotation medium at the time the option is granted, then the Board of
Directors or Committee will use its discretion in selecting a good faith value
believed to represent fair market value based on factors then known to them. The
cash proceeds from the sale of Stock are to be added to the general funds of the
Company.

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<PAGE>

6.       Exercise Period

          a)   The NSO exercise period shall be a term of not more than ten (10)
               years  from  the  date  of   granting   of  each  NSO  and  shall
               automatically terminate:

                    i.   Upon termination of the optionee's  employment with the
                         Company for cause;

                    ii.  at the  expiration  of twelve (12) months from the date
                         of termination of the  optionee's  employment  with the
                         Company for any reason other than death, without cause;
                         provided,  that if the optioned dies within such twelve
                         month period, subclause (iii) below shall apply; or

                    iii. at the expiration of fifteen (15) months after the date
                         of death of the optioned.

          b)   "Employment  with the Company" as used in this Plan shall include
               employment  with any  Affiliated  Corporation,  and NSOs  granted
               under this Plan shall not be affected by an  employee's  transfer
               of  employment  among the  Company  and any Parent or  Subsidiary
               thereof.  An optionee's  employment with the Company shall not be
               deemed  interrupted or terminated by a bona fide leave of absence
               (such as sabbatical  leave or employment by the Government)  duly
               approved, military leave, maternity leave or sick leave.

7.       Exercise of Options

          a)   The  Committee,  in  granting  NSOs,  shall  have  discretion  to
               determine the terms upon which NSOs shall be exercisable, subject
               to  applicable  provisions  of  this  Plan.  Once  available  for
               purchase,  un-purchased  shares of Stock shall remain  subject to
               purchase  until the NSO expires or terminates in accordance  with
               Paragraph 6 above.  Unless otherwise  provided in the NSO, an NSO
               may be exercised in whole or in part,  one or more times,  but no
               NSO may be exercised for a fractional share of Stock.

          b)   NSOs may be exercised solely by the optioned during his lifetime,
               or after his death  (with  respect to the number of shares  which
               the  optioned  could have  purchased at the time of death) by the
               person or persons  entitled  thereto under the decedent's will or
               the laws of descent and distribution.

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<PAGE>

          c)   The  purchase  price of the shares of Stock as to which an NSO is
               exercised  shall be paid in full at the time of  exercise  and no
               shares  of Stock  shall be  issued  until  full  payment  is made
               therefore.  Payment shall be made either (i) in cash, represented
               by bank or  cashier's  check,  certified  check or money order or
               (ii) in lieu of payment for bona fide services rendered, and such
               services  were  not in  connection  with  the  offer  or  sale of
               securities in a capital raising transaction,  (iii) by delivering
               shares of the Company's Common Stock which have been beneficially
               owned by the optioned, the optionee's spouse, or both of them for
               a period of at least six (6) months prior to the time of exercise
               (the "Delivered Stock") in a number equal to the number of shares
               of Stock  being  purchased  upon  exercise  of the NSO or (iv) by
               delivery of shares of corporate  stock which are freely  tradable
               without  restriction  and which are part of a class of securities
               which has been  listed  for  trading  on the  NASDAQ  system or a
               national securities exchange, with an aggregate fair market value
               equal to or  greater  than the  exercise  price of the  shares of
               Stock  being  purchased  under the NSO, or (v) a  combination  of
               cash, services, Delivered Stock or other corporate shares. An NSO
               shall  be  deemed   exercised   when  written   notice   thereof,
               accompanied  by the  appropriate  payment in full, is received by
               the  Company.  No  holder  of an NSO shall be, or have any of the
               rights and privileges of, a shareholder of the Company in respect
               of any shares of Stock  purchasable  upon exercise of any part of
               an NSO unless and until  certificates  representing  such  shares
               shall have been issued by the Company to him or her.

8.       Assignability

         No NSO shall be assignable or otherwise transferable (by the optioned
or otherwise) except by will or the laws of descent and distribution or except
as permitted in accordance with SEC Release No.33-7646 as effective April 7,
1999 and in particular that portion thereof which expands upon transferability
as is contained in Article III entitled "Transferable Options and Proxy
Reporting" as indicated in Section A 1 through 4 inclusive and Section B
thereof. No NSO shall be pledged or hypothecated in any manner, whether by
operation of law or otherwise, nor be subject to execution, attachment or
similar process.

9.       Reorganizations and Recapitalizations of the Company

          a)   The existence of this Plan and NSOs granted  hereunder  shall not
               affect  in any way the  right  or  power  of the  Company  or its
               shareholders  to make  or  authorize  any  and  all  adjustments,
               recapitalizations,   reorganizations  or  other  changes  in  the
               Company's  capital  structure or its  business,  or any merger or
               consolidation of the Company, or any issue of bonds,  debentures,
               preferred or prior  preference  stocks ahead of or affecting  the
               Company's Common Stock or the rights thereof,  or the dissolution
               or liquidation of the Company,  or any sale, exchange or transfer
               of all or any  part  of its  assets  or  business,  or the  other
               corporation act or proceeding,  whether of a similar character or
               otherwise.

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<PAGE>

          b)   The  shares of Stock  with  respect  to which NSOs may be granted
               hereunder  are  shares  of the  Common  Stock of the  Company  as
               currently constituted. If, and whenever, prior to delivery by the
               Company of all of the shares of Stock  which are  subject to NSOs
               granted  hereunder,  the Company  shall effect a  subdivision  or
               consolidation  of  shares  or  other  capital  readjustment,  the
               payment of a Stock dividend, a stock split, combination of shares
               (reverse  stock split) or  recapitalization  or other increase or
               reduction of the number of shares of the Common Stock outstanding
               without receiving  compensation  therefore in money,  services or
               property, then the number of shares of Stock available under this
               Plan and the number of shares of Stock with respect to which NSOs
               granted  hereunder may  thereafter be exercised  shall (i) in the
               event of an  increase  in the number of  outstanding  shares,  be
               proportionately increased, and the cash consideration payable per
               share shall be proportionately  reduced; and (ii) in the event of
               a   reduction   in  the   number  of   outstanding   shares,   be
               proportionately  reduced, and the cash consideration  payable per
               share shall be proportionately increased.

          c)   If the Company is reorganized, merged, consolidated or party to a
               plan of  exchange  with  another  corporation  pursuant  to which
               shareholders  of the Company receive any shares of stock or other
               securities,  there shall be  substituted  for the shares of Stock
               subject  to the  unexercised  portions  of  outstanding  NSOs  an
               appropriate  number  of  shares  of each  class of stock or other
               securities  which were  distributed  to the  shareholders  of the
               Company  in  respect  of such  shares  of  Stock in the case of a
               reorganization,   merger,  consolidation  or  plan  of  exchange;
               provided,  however,  that all such  NSOs may be  canceled  by the
               Company as of the  effective  date of a  reorganization,  merger,
               consolidation,   plan  of  exchange,   or  any   dissolution   or
               liquidation of the Company,  by giving notice to each optioned or
               his  personal  representative  of its  intention  to do so and by
               permitting  the  purchase  of all  the  shares  subject  to  such
               outstanding  NSOs for a period of not less than  thirty (30) days
               during the sixty (60) days next preceding such effective date.

          d)   Except as expressly  provided  above,  the Company's  issuance of
               shares of Stock of any  class,  or  securities  convertible  into
               shares of Stock of any class, for cash or property,  or for labor
               or  services,  either upon  direct  sale or upon the  exercise of
               rights or warrants to subscribe  therefor,  or upon conversion of
               shares or obligations of the Company  convertible  into shares of
               Stock or other securities, shall not affect, and no adjustment by
               reason  thereof  shall be made with  respect  to,  the  number of
               shares of Stock subject to NSOs granted hereunder or the purchase
               price of such shares.

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<PAGE>

10.      Purchase for Investment

         Unless the shares of Stock covered by this Plan have been registered
under the Securities Act of 1933, as amended, each person exercising an NSO
under this Plan may be required by the Company to give a representation in
writing that he is acquiring such shares for his own account for investment and
not with a view to, or for sale in connection with, the distribution of any part
thereof.

11.      Effective Date and Expiration of this Plan

         This Plan shall be effective as of May 14, 2004 the date of its
adoption by the Board, subject to the approval of the Company's shareholders,
and no NSO shall be granted pursuant to this Plan after its expiration. This
Plan shall expire on January 26, 2014 except as to NSOs then outstanding, which
shall remain in effect until they have expired or been exercised.

12.      Amendments or Termination

         The Board may amend, alter or discontinue this Plan at any time in such
respects as it shall deem advisable in order to conform to any change in any
other applicable law, or in order to comply with the provisions of any rule or
regulation of the Securities and Exchange Commission required to exempt this
Plan or any NSOs granted thereunder from the operation of Section 16(b) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other
respect not inconsistent with Section 16(b) of the Exchange Act; provided, that
no amendment or alteration shall be made which would impair the rights of any
participant under any NSO theretofore granted, without his consent (unless made
solely to conform such NSO to, and necessary because of, changes in the
foregoing laws, rules or regulations), and except that no amendment or
alteration shall be made without the approval of shareholders which would:

          a)   Increase the total number of shares  reserved for the purposes of
               this Plan or decrease  the NSO price  provided for in Paragraph 5
               (except as  provided  in  Paragraph  9), or change the classes of
               persons  eligible  to  participate  in this Plan as  provided  in
               Paragraph 3; or

          b)   Extend the NSO period provided for in Paragraph 6; or

          c)   Materially  increase the benefits accruing to participants  under
               this Plan; or

          d)   Materially   modify  the   requirements  as  to  eligibility  for
               participation in this Plan; or

          e)   Extend the expiration date of this Plan as set forth in Paragraph
               11.

13.      Government Regulations

         This Plan, and the granting and exercise of NSOs hereunder, and the
obligation of the Company to sell and deliver shares of Stock under such NSOs,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.

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<PAGE>

14.      Liability

         No member of the Board of Directors, the Committee or officers or
employees of the Company or any Affiliated Corporation shall be personally
liable for any action, omission or determination made in good faith in
connection with this Plan.

15.      Miscellaneous.

         The term "Affiliated Corporation" used herein shall mean any Parent or
Subsidiary.

          a)   The term "Parent" used herein shall mean any  corporation  owning
               50  percent  or more of the total  combined  voting  stock of all
               classes of the Company or of another corporation  qualifying as a
               Parent within this definition.

          b)   The term "Subsidiary" used herein shall mean any corporation more
               than 50  percent  of whose  total  combined  voting  stock of all
               classes  is  held  by  the  Company  or  by  another  corporation
               qualifying as a Subsidiary within this definition.

16.      Options in Substitution for Other Options

         The Committee may, in its sole discretion, at any time during the term
of this Plan, grant new options to an employee under this Plan or any other
stock option plan of the Company on the condition that such employee shall
surrender for cancellation one or more outstanding options which represent the
right to purchase (after giving effect to any previous partial exercise thereof)
a number of shares, in relation to the number of shares to be covered by the new
conditional grant hereunder, determined by the Committee. If the Committee shall
have so determined to grant such new options on such a conditional basis ("New
Conditional Options"), no such New Conditional Option shall become exercisable
in the absence of such employee's consent to the condition and surrender and
cancellation as appropriate. New Conditional Options shall be treated in all
respects under this Plan as newly granted options. Option may be granted under
this Plan from time to time in substitution for similar rights held by employees
of other corporations who are about to become employees of the Company or an
Affiliated Corporation, or the merger or consolidation of the employing
corporation with the Company or an Affiliated Corporation, or the acquisition by
the Company or an Affiliated Corporation of the assets of the employing
corporation, or the acquisition by the Company or an Affiliated Corporation of
stock of the employing corporation as the result of which it becomes an
Affiliated Corporation.

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<PAGE>

17.      Withholding Taxes

         Pursuant to applicable federal and state laws, the Company may be
required to collect withholding taxes upon the exercise of a NSO. The Company
may require, as a condition to the exercise of a NSO, that the optioned
concurrently pay to the Company the entire amount or a portion of any taxes
which the Company is required to withhold by reason of such exercise, in such
amount as the Committee or the Company in its discretion may determine. In lieu
of part or all of any such payment, the optioned may elect to have the Company
withhold from the shares to be issued upon exercise of the option that number of
shares having a Fair Market Value equal to the amount which the Company is
required to withhold.

18.      Transferability in accordance With SEC Release No. 33-7646 entitled
"Registration of Securities on Form S-8" as effective April 7, 1999

         Notwithstanding anything to the contrary as may be contained in this
Plan regarding rights as to transferability or lack thereof, all options granted
hereunder may and shall be transferable to the extent permitted in accordance
with SEC Release No. 33-7646 entitled "Registration of Securities on Form S-8"
as effective April 7, 1999 and in particular in accordance with that portion of
such Release which expands Form S-8 to include stock option exercise by family
members so that the rules governing the use of Form S-8 (a) do not impede
legitimate intra family transfer of options and (b) may facilitate transfer for
estate planning purposes - all as more specifically defined in Article III,
Sections A and B thereto, the contents of which are herewith incorporated by
reference.


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<PAGE>



                         CERTIFICATION OF PLAN ADOPTION

I, the undersigned Secretary of this Corporation, hereby certify that the
foregoing ABC Funding, Inc. Non-Statutory Stock Option Plan was duly approved by
the requisite number of holders of the issued and outstanding Common Stock of
this corporation as of May 14, 2004.





                                    By: /s/
                                            ------------------------------------
                                            Jeffrey Brown, Secretar, Treasurer
                                            and Director