AGREEMENT AND PLAN OF MERGER



            AGREEMENT AND PLAN OF MERGER dated as of May 26, 2006 (the

"Agreement"), among ABC FUNDING, INC., a Nevada corporation ("ABC Funding"); EVI

ACQUISITION CORP., a Nevada corporation and wholly-owned subsidiary of ABC

Funding, Inc. ("Subsidiary"); and Energy Venture, Inc., a Delaware corporation

("Energy Venture").



                              W I T N E S S E T H :



            WHEREAS, Energy Venture was organized for the exploitation of

opportunities in the oil & gas industry, including, without limitation, the

identification and acquisition of producing or non-producing properties,

oilfield services and midstream assets such as crude oil pipelines and storage

and natural gas transmission, processing and distribution. (the "Business");



            WHEREAS, with a view toward acquiring a public company as a vehicle

for capital raising activities in connection with the Business, on April 28,

2006 Energy Venture purchased an aggregate of 8,200,000 shares of the capital

stock of ABC Funding, a publicly-traded company (the "April Shares"), pursuant

to that certain stock purchase agreement dated as of April 3, 2006 among Energy

Venture, ABC Funding and certain selling stockholders named therein (the "April

Stock Purchase"), constituting 82% of the then issued and outstanding shares of

ABC Funding's common stock;



            WHEREAS, by unanimous written consent dated as of April 3, 2006 of

the board of directors of ABC Funding, ABC Funding authorized the April Stock

Purchase whereby Energy Venture acquired a greater than ten percent (10%)

interest in ABC Funding; and



            WHEREAS, by that report on Form 8-K filed by ABC Funding with the

Securities and Exchange Commission on April 28, 2006, ABC Funding acknowledged

Energy Venture's intention to merge into a wholly-owned subsidiary of ABC

Funding to be formed by ABC Funding following the April Purchase;



            WHEREAS, the boards of directors of ABC Funding and of Subsidiary,

and ABC Funding, as the sole stockholder of Subsidiary, have: (a) determined

that it is in the best interests of ABC Funding for Energy Venture to be merged

with and into Subsidiary upon the terms and provisions set forth in this

Agreement and (b) approved the merger of Energy Venture with and into Subsidiary

(the "Merger") in accordance with Chapter 78 of the Nevada Revised Statues (the

"Nevada Law") and upon the terms and provisions set forth in this Agreement;



            WHEREAS, the board of directors of Energy Venture and stockholders

holding a majority of the issued and outstanding capital stock of Energy Venture

entitled to vote thereon, acting by the written consent upon the recommendation

of the board of directors, have: (a) determined that the Merger is in the best

interests of Energy Venture and (b) approved the Merger in accordance with

Section 252 of the General Corporation Law of the State of Delaware (the

"Delaware Law");



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            NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements herein contained, and intending to be legally bound

hereby, the parties hereto do hereby agree as follows:



      1.    THE MERGER.



            1.1. The Surviving Corporation. Upon the effective date of the

filing of those certificates of merger, in the forms of Exhibits A and B

attached hereto (the "Merger Certificates"), simultaneously herewith filed with

the Secretary of State for the States of Nevada and Delaware in accordance with

the Nevada Law and the Delaware Law, as the case may be (the "Effective Date"):

(a) Energy Venture shall be merged with and into Subsidiary, (b) the separate

corporate existence of Energy Venture shall cease, and (c) Subsidiary shall

continue as the surviving corporation, all in accordance with and upon the terms

provisions and conditions set forth in this Agreement, the Nevada Law and the

Delaware Law, as the case may be. Subsidiary, as the surviving corporation after

the Merger, is hereinafter sometimes referred to as the "Surviving Corporation."



            1.2. Effect of the Merger. On the Effective Date, the effect of the

Merger shall be as provided in the applicable provisions of the Nevada Law.

Without limiting the generality of the foregoing, and subject thereto, on the

Effective Date, the Surviving Corporation shall be vested with and possess all

the rights, privileges, powers, franchises, assets and all property (real,

personal and mixed) of Energy Venture and be subject to all restrictions, debts,

liabilities, obligations and duties of Energy Venture.



            1.3. Additional Actions. If, at any time after the Effective Date,

the Surviving Corporation shall consider or be advised that any further

assignments or assurances in law or any other acts are necessary or desirable to

(a) vest, perfect or confirm, of record or otherwise, in the Surviving

Corporation any rights, title or interest in, to or under any of the rights,

privileges, powers, franchises, assets and property (real, personal and mixed)

of Energy Venture acquired or to be acquired by the Surviving Corporation as a

result of, or in connection with, the Merger, or (b) otherwise carry out the

purposes of this Agreement, then Energy Venture and its appropriate officers

and/or directors shall be deemed to have granted to the Surviving Corporation an

irrevocable power of attorney to execute and deliver all such proper deeds,

assignments and assurances in law and to do all acts necessary or proper, to

vest, perfect or confirm title to and possession of such rights, properties or

assets in the Surviving Corporation and otherwise to carry out the purposes of

this Agreement, and the appropriate officers and/or directors of the Surviving

Corporation are hereby fully authorized in the name of Energy Venture or

otherwise to take any and all such actions.



            1.4. Corporate Structure; Officers and Directors.



                  (a) At the Effective Date, the Certificate of Incorporation of

Subsidiary, as amended by that Amended and Restated Certificate of Incorporation

in the form of Exhibit C attached hereto providing for a change in the

subsidiary's name to "Energy Venture Inc." (the "Amendment"), shall be the

Certificate of Incorporation of the Surviving Corporation until thereafter

further amended as provided by law or such Certificate of Incorporation.





                                      -2-

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                  (b) The By-Laws of Subsidiary, as in effect at the Effective

Date, shall be the By-Laws of the Surviving Corporation until thereafter amended

as provided by law, the Certificate of Incorporation or the By-Laws of the

Surviving Corporation.



                  (c) The officers of Subsidiary and the directors of Subsidiary

immediately prior to the Effective Date shall be the officers and directors of

the Surviving Corporation at the Effective Date, which directors and officers

shall serve as such in accordance with applicable law, the Certificate of

Incorporation and By-Laws of the Surviving Corporation until their resignation,

removal or replacement.



            1.5. Cancellation of the April Shares. At the Effective Date, the

April Shares acquired by Energy Venture in the April Stock Purchase shall be

canceled and extinguished and no payment shall be made with respect thereto

under the Merger.



      2.    CONVERSION OF SECURITIES.



            2.1. Mechanics of Conversion. At the Effective Date, by virtue of

the Merger and without any action on the part of ABC Funding, Subsidiary or

Energy Venture:



                  (a) Each issued and outstanding share of the common stock, par

value $.0001 per share, of Energy Venture (the "Energy Venture Stock"), other

than Dissenting Stock (as defined below) or shares of Energy Venture Stock held

in treasury as of the Effective Date, shall be automatically converted, on a 1:1

basis (the "Exchange Ratio"), into the right to receive one (1) share of common

stock, par value $.001 per share, of ABC Funding (the "ABC Stock").



                  (b) Any shares of the capital stock of Energy Venture held in

the treasury of Energy Venture and any shares of the capital stock of Energy

Venture which shall be owned by ABC Funding, Subsidiary or any other subsidiary

of ABC Funding, if any, shall be canceled and extinguished without any

conversion thereof and no payment shall be made with respect thereto.



                  (c) Each issued and outstanding option to purchase shares of

Energy Venture Stock, as more particularly set forth in Schedule 3.4 hereto

(each, an "Energy Venture Option"), shall be converted into the right to receive

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