Exhibit 10(ii)

                             STOCK OPTION AGREEMENT

     This Stock Option Agreement ("Stock Option Agreement") is granted effective
this  10th  day  of  January  2005 by Diversified Financial Resources Corp. (the
"Company") to George B. Phillips, a consultant of the Company ("Optionee") and a
Texas  resident.

                                    PREMISES

     A.     The Company has received valuable services from Optionee in the past
and  desires  to  compensate  Optionee for these services by issuing Optionee an
option  (the "Option") to purchase a total of One Hundred Million (100,000,000),
shares of the Company's common stock with an option price of 85% of market price
per  share  on  the  date of exercise under the existing benefit plan at time of
grant, which shares have been issued pursuant to a Form S-8 under the Securities
Act  of  1933  as  amended  ("Form  S-8").

     B.     The  exercise  price of the Common Stock issuable on exercise of the
options  at  the  date  of  this  grant  shall be 85% of market price per share.

     C.     These  Options  are being granted pursuant to the Stock Option Plan,
which  is  incorporated  herein  by  this  reference.

     Optionee may not exercise a number of Options which would convert into more
than  9.9%  of  the  Company's  issued  and  outstanding  shares of common stock
inclusive  of  other derivative securities held in the Company and any shares of
common  stock  held  in  the  Company.
                                      GRANT

     1.     Grant  of  Options.  The  Company hereby irrevocably grants Optionee
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the  right  and  option  ("Option")  to  purchase all of the above described One
Hundred  Million  (100,000,000)  shares  of  Common  Stock,  on  the  terms  and
conditions  set  forth  herein and subject to the provisions of the Stock Option
Plan  in  exchange  for  services  provided  by  Employee  to  the  Company.

     2.     Term  of Option.  This Option may be exercised, in whole or in part,
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at  any  time  but before one (1) Year has elapsed from the date of this Option.
All  rights  to exercise this option end with the termination of employment with
the  Company,  for  any  reason  and  by  any  party.

     3.     Method  of  Exercising.  This  Option may be exercised in accordance
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with  all the terms and conditions set forth in this Option and the Stock Option
Plan,  by delivery of a notice of exercise a form of which is attached hereto as
Exhibit  "A" and incorporated herein by this reference, setting forth the number
of  Options  along  with  a  signed  letter  of  instruction to the stock broker
Optionee  will  employ  in  selling  the  shares  indicating  that the specified
exercise  price  shall  be  paid  within  10  days  of  the sale or as otherwise
specified  at  the  time  of  exercise  optionee  may  exercise

4.     Optionee  Not  an  Affiliate.  Optionee  hereby  represents, warrants and
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covenants  that he is not an affiliate of the Company as that term is defined in
Rule  144(a)(1)  under  the  Securities  Act  of  1933.

     5.     Availability of Shares.  During the term of this Option, the Company
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shall  reserve  for  issuance  the  number of shares of Common Stock required to
satisfy  this  Option.

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     6.     Adjustments  to  Number  of  Shares.  The number of shares of Common
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Stock  subject  to  this Option shall be adjusted to take into account any stock
splits, stock dividends, recapitalization of the Common Stock as provided in the
Stock  Option  Plan.

     7.     Limitation  on  Exercise.  If the board of directors of the Company,
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in  its  sole  discretion,  shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal law, this
Option may not be exercised, in whole or part, until such listing, registration,
or  qualification shall have been obtained free of any conditions not acceptable
to  the  board  of  directors.

     8.     Restrictions  on Transfer.  The Option has not been registered under
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the  Securities  Act  of  1933,  as amended (the "Securities Act"), or any state
securities  statutes.  The  shares  of  Common Stock issuable on exercise of the
Option  will  be  qualified  for  registration  under  a  Form  S-8 Registration
Statement  filed  with  the  Securities  and  Exchange  Commission.

     9.     Record  Owner.  The  Company  may  deem the Optionee as the absolute
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owner  of  this Option for all purposes.  This Option is exercisable only by the
Optionee,  or  by the Optionee's duly designated appointed representative.  This
Option  is  not  assignable.

     10.     Shareholder's  Rights.  The  Optionee shall have shareholder rights
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with  respect  to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of instruction
specified  in  Section  4  of  this  Option.

     11.     Validity  and  Construction.  The validity and construction of this
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Agreement  shall  be  governed  by  the  laws  of  the  State  of  Delaware.

     IN  WITNESS  WHEREOF,  the  below signatures evidence the execution of this
Option  by  the  parties  on  the  date  first  appearing  herein.

OPTIONEE                              Diversified  Financial  Resources  Corp


__/s/  George  B.  Phillips_________                    _/s/ John Chapman_______
George  B.  Phillips,  Optionee                         John  Chapman, President