[Form of Stock Purchase Agreement]



                            STOCK PURCHASE AGREEMENT



      This STOCK PURCHASE AGREEMENT (this "Agreement"), is entered as of April

3, 2006, by and among Energy Venture, Inc., a Delaware corporation

("Purchaser"), ABC Funding, Inc., a Nevada corporation (the "Company"), Harold

Barson (the "Primary Seller") and the Sellers (as such term is defined below).



                                    RECITALS



      A. The Primary Seller owns nine million one hundred sixty thousand

(9,160,000) shares of common stock of the Company (the "Common Stock"); and



      B. The Purchaser desires to purchase nine million six hundred forty-eight

thousand (9,648,000) shares of Common Stock from the Primary Seller and certain

other shareholders of the Company (the "Other Sellers," collectively with the

Primary Seller, the "Sellers"), on the terms and conditions set forth herein.



      NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



      1.1 Definitions. (a) As used in this Agreement, the following defined

terms shall have the meanings indicated below:



      "Affiliate" means, as applied to any person, any other person directly or

indirectly controlling, controlled by, or under common control with, that

person. For purposes of this definition control (including with correlative

meanings, the terms "controlling", "controlled by", and "under common control

with") as applied to any person, means the possession, directly or indirectly,

of the power to direct or cause the direction of the management or policies of

that person or entity, whether through the ownership of voting securities, by

contract, or otherwise.



      "Assets and Properties" of any person means all assets and properties of

every kind, nature, character and description (whether real, personal or mixed,

whether tangible or intangible, whether absolute, accrued, contingent, fixed or

otherwise and wherever situated), including, without limitation, the goodwill

related to any of the foregoing, operated, owned or leased by or in the

possession of such person.





                                      -1-

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      "Books and Records" of any person means all files, documents, instruments,

papers, books and records relating to the business, operations, condition of

(financial or other), results of operations and assets and properties of such

person, including, without limitation, financial statements, Tax Returns and

related work papers and letters from accountants, budgets, pricing guidelines,

ledgers, journals, deeds, title policies, minute books, stock certificates and

books, stock transfer ledgers, Contracts, licenses, customer and subscription

lists, computer files and programs, retrieval programs, editorial files,

operating data and plans and environmental studies and plans



      "Code" means the Internal Revenue Code of 1986, as amended.



      "Contract" means any agreement, lease, evidence of indebtedness, mortgage,

indenture, security agreement or other contract (whether written or oral).



      "Environmental Law" means any and all federal, state, local, provincial

and foreign, civil and criminal laws, statutes, ordinances, orders, common law,

codes, rules, regulations, Environmental Permits, policies, guidance documents,

judgments, decrees, injunctions, or agreements with any Governmental or

Regulatory Authority, relating to the protection of health and the Environment,

worker health and safety, and/or governing the handling, use, generation,

treatment, storage, transportation, disposal, manufacture, distribution,

formulation, packaging, labeling, or Release of Hazardous Materials, whether now

existing or subsequently amended or enacted, including but not limited to: the

Clean Air Act, 42 U.S.C. 7401 et seq.; the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, 42 U.S.C. 9601 et seq.; the Federal

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