EXHIBIT 4.1

Site2shop.com, Inc 1998 Stock Option Plan, as amended


                                 SHOP T.V., INC.
                             1998 STOCK OPTION PLAN


1. Grant of Options:  Generally.  In accordance with the provisions  hereinafter
set forth in this stock  option plan,  the name of which is the SHOP T.V.,  INC.
1998 STOCK OPTION PLAN (the  "Plan"),  the Board of Directors  (the "Board") or,
the  Compensation  Committee (the "Stock Option  Committee") of Shop T.V.,  Inc.
(the  "Corporation")  is  hereby  authorized  to issue  from time to time on the
Corporation's  behalf  to any  one or  more  Eligible  Persons,  as  hereinafter
defined,  options to acquire  shares of the  Corporation's  no par value  common
stock (the "Stock").

2. Type of Options.  The Board or the Stock Option  Committee is  authorized  to
issue  Incentive Stock Options  ("ISOs") which meet the  requirements of Section
SS422 of the Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  which
options are  hereinafter  referred to  collectively as ISOs, or singularly as an
ISO.  The  Board or the  Stock  Option  Committee  is also,  in its  discretion,
authorized to issue options  which are not ISOs,  which options are  hereinafter
referred to collectively as Non Statutory Options ("NSOs"),  or singularly as an
NSO. The Board or the Stock Option Committee is also authorized to issue "Reload
Options" in accordance  with Paragraph 8 herein,  which options are  hereinafter
referred to collectively  as Reload  Options,  or singularly as a Reload Option.
Except  where the  context  indicates  to the  contrary,  the term  "Option"  or
"Options" means ISOs, NSOs and Reload Options.

3.  Amount  of Stock.  The  aggregate  number  of  shares of Stock  which may be
purchased pursuant to the exercise of Options shall be 1,500,000 shares. Of this
amount,  the  Board or the  Stock  Option  Committee  shall  have the  power and
authority  to  designate  whether any  Options so issued  shall be ISOs or NSOs,
subject to the  restrictions on ISOs contained  elsewhere  herein.  If an Option
ceases to be  exercisable,  in whole or in part, the shares of Stock  underlying
such Option shall continue to be available under this Plan.  Further,  if shares
of Stock  are  delivered  to the  Corporation  as  payment  for  shares of Stock
purchased by the exercise of an Option  granted under this Plan,  such shares of
Stock  shall also be  available  under this Plan.  If there is any change in the
number  of  shares  of  Stock  due to of the  declaration  of  stock  dividends,
recapitalization  resulting in stock split-ups,  or combinations or exchanges of
shares of Stock,  or  otherwise,  the  number of shares of Stock  available  for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the  Board or the Stock  Option  Committee.  The  Board or the  Stock  Option
Committee  shall give notice of any  adjustments to each Eligible Person granted
an Option under this Plan, and such  adjustments  shall be effective and binding
on  all  Eligible  Persons.  If  because  of  one  or  more   recapitalizations,
reorganizations  or other  corporate  events,  the holders of outstanding  Stock
receive  something  other than shares of Stock then, upon exercise of an Option,
the Eligible  Person will receive what the holder would have owned if the holder
had exercised the Option  immediately  before the first such corporate event and
not disposed of anything the holder received as a result of the corporate event.

4. Eligible Persons.

    (a) With respect to ISOs, an Eligible  Person means any  individual  who has
been employed by the Corporation or by any subsidiary of the Corporation,  for a
continuous period of at least sixty (60) days.

    (b) With respect to NSOs, an Eligible  Person means (i) any  individual  who
has been employed by the  Corporation or by any  subsidiary of the  Corporation,
for a  continuous  period of at least sixty (60) days,  (ii) any director of the
Corporation or any subsidiary of the  Corporation or (iii) any consultant of the
Corporation or any subsidiary of the Corporation.

5. Grant of Options.  The Board or the Stock Option  Committee  has the right to
issue the Options established by this Plan to Eligible Persons. The Board or the
Stock Option  Committee shall follow the procedures  prescribed for it elsewhere
in this  Plan.  A grant of  Options  shall be set forth in a  writing  signed on
behalf of the  Corporation  or by a majority of the members of the Stock  Option
Committee. The writing shall identify whether the Option being granted is an ISO
or an NSO and shall set forth the terms which govern the Option. The terms shall
be determined by the Board or the Stock Option Committee, and may include, among
other terms, the number of shares of Stock that may be acquired  pursuant to the
exercise of the Options, when the Options may be exercised, the period for which
the Option is granted  and  including  the  expiration  date,  the effect on the
Options if the Eligible  Person  terminates  employment and whether the Eligible
Person  may  deliver  shares  of  Stock  to pay for the  shares  of  Stock to be
purchased by the exercise of the Option.  However, no term shall be set forth in
the writing which is inconsistent  with any of the terms of this Plan. The terms
of an Option  granted to an  Eligible  Person  may  differ  from the terms of an
Option granted to another Eligible  Person,  and may differ from the terms of an
earlier Option granted to the same Eligible Person.

6. Option Price.  The option price per share shall be determined by the Board or
the Stock Option  Committee at the time any Option is granted,  and shall be not
less than (i) in the case of an ISO, the fair market value,  (ii) in the case of
an ISO granted to a ten percent or greater stockholder,  110 percent of the fair
market  value,  or (iii) in the case of an NSO,  not less  than 55 % of the fair
market  value (but in no event less than the par value) of one share of Stock on
the date the Option is granted,  as  determined by the Board or the Stock Option
Committee. Fair market value as used herein shall be:

    (a) If shares of Stock shall be traded on an  exchange  or  over-the-counter
market, the mean between the high and low sales prices of Stock on such exchange
or over-the-counter market on which such shares shall be traded on that date, or
if such  exchange or  over-the-  counter  market is closed or if no shares shall
have traded on such date, on the last  preceding date on which such shares shall
have traded.

    (b)  If  shares  of  Stock   shall   not  be  traded  on  an   exchange   or
over-the-counter  market,  the value as determined by a recognized  appraiser as
selected by the Board or the Stock Option Committee.

7.  Purchase  of  Shares.  An Option  shall be  exercised  by the  tender to the
Corporation  of the full  purchase  price of the Stock with respect to which the
Option is exercised and written  notice of the exercise.  The purchase  price of
the Stock shall be in United States dollars,  payable in cash, check, Promissory
Note secured by the Shares issued through exercise of the related Options, or in
property or Corporation  stock, if so permitted by the Board or the Stock Option
Committee  in  accordance  with the  discretion  granted in  Paragraph 5 hereof,
having a value  equal to such  purchase  price.  The  Corporation  shall  not be
required to issue or deliver any certificates for shares of Stock purchased upon
the  exercise of an Option prior to (i) if  requested  by the  Corporation,  the
filing  with the  Corporation  by the  Eligible  Person of a  representation  in
writing that it is the Eligible  Person's then present  intention to acquire the
Stock  being  purchased  for  investment  and not for  resale,  and/or  (ii) the
completion of any  registration or other  qualification of such shares under any
government  regulatory  body,  which  the  Corporation  shall  determine  to  be
necessary or advisable

8. Grant of Reload Options.  In granting an Option under this Plan, the Board or
the Stock  Option  Committee  may  include a Reload  Option  provision  therein,
subject to the  provisions  set forth in Paragraphs  20 and 21 herein.  A Reload
Option provision provides that if the Eligible Person pays the exercise price of
shares of Stock to be purchased by the exercise of an ISO, NSO or another Reload
Option (the "Original  Option") by delivering to the Corporation shares of Stock
already  owned by the  Eligible  Person (the  "Tendered  Shares"),  the Eligible
Person  shall  receive a Reload  Option which shall be a new Option to purchase*
shares of Stock equal in number to the tendered shares.  The terms of any Reload
Option shall be determined by the Board or the Stock Option Committee consistent
with the provisions of this Plan.

9. Stock Option Committee. The Stock Option Committee may be appointed from time
to time by the Corporation's Board of Directors. The Board may from time to time
remove  members  from or add members to the Stock  Option  Committee.  The Stock
Option  Committee shall be constituted so as to permit the Plan to comply in all
respects with the  provisions  set forth in Paragraph 20 herein.  The members of
the Stock Option  Committee  may elect one of its members as its  chairman.  The
Stock Option  Committee  shall hold its meetings at such times and places as its
chairman shall  determine.  A majority of the Stock Option  Committee's  members
present in person shall constitute a quorum for the transaction of business. All
determinations  of the Stock Option  Committee will be made by the majority vote
of the members constituting the quorum. The members may participate in a meeting
of the Stock Option Committee by conference telephone or similar  communications
equipment  by means of which all members  participating  in the meeting can hear
each other.  Participation in a meeting in that manner will constitute  presence
in person at the meeting.  Any decision or determination  reduced to writing and
signed by all members of the Stock Option  Committee  will be effective as if it
had been made by a majority vote of all members of the Stock Option Committee at
a meeting which is duly called and held.

10.  Administration  of Plan. In addition to granting  Options and to exercising
the  authority  granted to it  elsewhere  in this  Plan,  the Board or the Stock
Option  Committee  is granted  the full right and  authority  to  interpret  and
construe the  provisions of this Plan,  promulgate,  amend and rescind rules and
procedures  relating  to the  implementation  of the Plan and to make all  other
determinations  necessary  or  advisable  for the  administration  of the  Plan,
consistent,  however, with the intent of the Corporation that Options granted or
awarded  pursuant to the Plan comply with the provisions of Paragraphs 20 and 21
herein. All determinations made by the Board or the Stock Option Committee shall
be final,  binding and conclusive on all persons  including the Eligible Person,
the  Corporation  and its  stockholders,  employees,  officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or  omission  in  connection  with the  administration  of this Plan
unless it is attributable to that member's willful misconduct.

11. Provisions  Applicable to ISOs. The following  provisions shall apply to all
ISOs granted by the Board or the Stock Option  Committee and are incorporated by
reference into any writing granting an ISO:

    (a) An ISO may only be granted  within ten (10)  years  from  September  10,
1998, the date that this Plan was originally adopted by the Corporation's  Board
of Directors.

    (b) An ISO may not be exercised  after the expiration of ten (10) years from
the date the ISO is granted.

    (c) The option price may not be less than the fair market value of the Stock
at the time the ISO is granted.

    (d) An ISO is not  transferable by the Eligible Person to whom it is granted
except by will,  or the laws of descent  and  distribution,  and is  exercisable
during his or her lifetime only by the Eligible Person.

    (e) If the Eligible  Person  receiving the ISO owns at the time of the grant
stock  possessing more than ten (10%) percent of the total combined voting power
of all  classes  of  stock  of the  employer  corporation  or of its  parent  or
subsidiary corporation (as those terms are defined in the Code), then the option
price shall be at least 110 % of the fair market value of the Stock, and the ISO
shall not be  exercisable  after the  expiration of five (5) years from the date
the ISO is granted.

    (f) The  aggregate  fair  market  value  (determined  at the time the ISO is
granted) of the Stock with respect to which the ISO is first  exercisable by the
Eligible  Person  during  any  calendar  year  (under  this  Plan and any  other
incentive stock option plan of the Corporation) shall not exceed $100,000.

    (g) Even if the shares of Stock which are issued upon exercise of an ISO are
sold  within  one  year  following  the  exercise  of such  ISO so that the sale
constitutes a  disqualifying  disposition  for ISO treatment  under the Code, no
provision of this Plan shall be construed as prohibiting such a sale.

    (h) This Plan was adopted by the  Corporation  on  September  10,  1998,  by
virtue of its approval by the Corporation's Board of Directors and a majority of
the  vote  of the  shareholders  of the  Company  holding  50%  or  more  of the
outstanding capital stock of the Company.

12.  Determination  of Fair Market Value.  In granting ISOs under this Plan, the
Board or the Stock Option Committee shall make a good faith  determination as to
the fair market value of the Stock at the time of granting the ISO.

13. Restrictions on Issuance of Stock. The Corporation shall not be obligated to
sell or issue any shares of Stock  pursuant to the exercise of an Option  unless
the Stock with  respect to which the Option is being  exercised  is at that time
effectively  registered or exempt from registration  under the Securities Act of
1933, as amended,  and any other applicable  laws,  rules and  regulations.  The
Corporation  may  condition  the  exercise  of an Option  granted in  accordance
herewith upon receipt from the Eligible Person, or any other purchaser  thereof,
of a written  representation  that at the time of such exercise it is his or her
then present  intention to.  acquire the shares of Stock for  investment and not
with a view to, or for sale in connection with, any distribution thereof; except
that,  in  the  case  of  a  legal   representative   of  an  Eligible   Person,
"distribution"  shall be defined to  exclude  distribution  by will or under the
laws of descent and distribution.  Prior to issuing any shares of Stock pursuant
to the exercise of an Option,  the Corporation shall take such steps as it deems
necessary  to satisfy any  withholding  tax  obligations  imposed upon it by any
level of government.

14. Exercise in the Event of Death of Termination or Employment.

    (a) If an optionee  shall die (i) while an employee of the  Corporation or a
Subsidiary or (ii) within three months after  termination of his employment with
the  Corporation  or a Subsidiary  because of his  disability,  or retirement or
otherwise,  his Options may be exercised,  to the extent that the optionee shall
have  been  entitled  to do so on the date of his death or such  termination  of
employment,  by the  person or persons to whom the  optionee's  right  under the
Option pass by will or applicable  law, or if no such person has such right,  by
his executors or administrators, at any time, or from time to time. In the event
of termination  of employment  because of his death while an employee or because
of disability,  his Options may be exercised not later than the expiration  date
specified in Paragraph 5 or one year after the optionee's death,  whichever date
is earlier,  or in the event of termination of employment  because of retirement
or otherwise, not later than the expiration date specified in Paragraph 5 hereof
or one year after the optionee's death, whichever date is earlier.

    (b) If an optionee's  employment by the  Corporation  or a Subsidiary  shall
terminate  because of his  disability  and such optionee has not died within the
following three months, he may exercise his Options, to the extent that he shall
have been entitled to do so at the date of the termination of his employment, at
any time, or from time to time, but not later than the expiration date specified
in Paragraph 5 hereof or one year after  termination  of  employment,  whichever
date is earlier.

    (c) If an optionee's  employment shall terminate by reason of his retirement
in accordance with the terms of the Corporation's tax-qualified retirement plans
if any,  or with the  consent  of the Board or the  Stock  Option  Committee  or
involuntarily  other than by  termination  for cause,  and such optionee has not
died within the following three months, he may exercise his Option to the extent
he shall  have  been  entitled  to do so at the date of the  termination  of his
employment, at any time and from to time, but not later than the expiration date
specified  in  Paragraph  5 hereof or  thirty  (30) days  after  termination  of
employment,  whichever  date is  earlier.  For  purposes of this  Paragraph  14,
termination  for cause shall mean;  (i)  termination  of employment for cause as
defined in the  optionee's  Employment  Agreement  or (ii) in the  absence of an
Employment  Agreement for the optionee,  termination  of employment by reason of
the optionee's  commission of a felony,  fraud or willful  misconduct  which has
resulted,  or is likely to result,  in  substantial  and material  damage to the
Corporation or a Subsidiary,  all as the Board or the Stock Option  Committee in
its sole discretion may determine.

    (d) If an optionee's  employment  shall  terminate for any reason other than
death,  disability,  retirement or  otherwise,  all right to exercise his Option
shall  terminate at the date of such  termination of employment  absent specific
provisions in the optionee's Option Agreement.

15. Corporate Events. In the event of the proposed dissolution or liquidation of
the Corporation,  a proposed sale of all or  substantially  all of the assets of
the Corporation, a merger or tender for the Corporation's shares of Common Stock
the Board of  Directors  may declare  that each Option  granted  under this Plan
shall  terminate  as of a date to be fixed by the Board of  Directors;  provided
that not less than thirty (30) days written notice of the date so fixed shall be
given to each Eligible  Person holding an Option,  and each such Eligible Person
shall have the  right,  during the  period of thirty  (30) days  preceding  such
termination, to exercise his Option as to all or any part of the shares of Stock
covered  thereby,  including  shares of Stock as to which such Option  would not
otherwise be exercisable. Nothing set forth herein shall extend the term set for
purchasing the shares of Stock set forth in the Option.

16. No Guarantee of Employment.  Nothing in this Plan or in any writing granting
an Option  will  confer  upon any  Eligible  Person the right to continue in the
employ of the Eligible Person's employer,  or will interfere with or restrict in
any way the right of the Eligible  Person's  employer to discharge such Eligible
Person at any time for any reason whatsoever, with or without cause.

17.  Nontransferability.  Unless specifically  authorized under the terms of the
Option grant, no Option granted under the Plan shall be transferable  other than
by will or by the laws of descent and  distribution.  During the lifetime of the
optionee,  an Option  shall be  exercisable  only by him unless the terms of the
Option permits the assignment of the Option.

18. No Rights as Stockholder. No optionee shall have any rights as a stockholder
with  respect to any shares  subject to his Option prior to the date of issuance
to him of a certificate or certificates for such shares.

19. Amendment and  Discontinuance of Plan. The Corporation's  Board of Directors
may amend, suspend or discontinue this Plan at any time. However, no such action
may  prejudice  the rights of any  Eligible  Person who has prior  thereto  been
granted  Options under this Plan.  Further,  no amendment to this Plan which has
the effect of (a) increasing the aggregate  number of shares of Stock subject to
this Plan  (except  for  adjustments  pursuant to  Paragraph  3 herein),  or (b)
changing the  definition  of Eligible  Person under this Plan,  may be effective
unless and until approval of the  stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the  Corporation's  stockholders
for any other  changes  it  proposes  to make to this Plan  which  require  such
approval,  however, the Board of Directors may modify the Plan, as necessary, to
effectuate  the  intent  of the  Plan as a  result  of any  changes  in the tax,
accounting  or  securities  laws  treatment  of  Eligible  Persons and the Plan,
subject to the  provisions set forth in this Paragraph 19, and Paragraphs 19 and
20.

20.  Compliance with Rule 16b-3. This Plan is intended to comply in all respects
with Rule 16b-3  ("Rule  16b-3")  promulgated  by the  Securities  and  Exchange
Commission under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  with  respect  to  participants  who are  subject  to  Section 16 of the
Exchange  Act, and any  provision(s)  herein that is/are  contrary to Rule 16b-3
shall be deemed  null and void to the  extent  appropriate  by either  the Stock
Option Committee or the Corporation's Board of Directors.

21. Compliance with Code. The aspects of this Plan on ISOs is intended to comply
in every  respect with Section 422 of the Code and the  regulations  promulgated
thereunder.  In the event any future  statute  or  regulation  shall  modify the
existing  statute,  the  aspects  of this  Plan  on  ISOs  shall  be  deemed  to
incorporate by reference such modification.  Any stock option agreement relating
to any Option granted  pursuant to this Plan  outstanding and unexercised at the
time any modifying statute or regulation  becomes effective shall also be deemed
to incorporate by reference such modification and no notice of such modification
need be given to optionee.

    If any  provision  of the  aspects  of this  Plan on ISOs is  determined  to
disqualify  the shares  purchasable  pursuant to the Options  granted under this
Plan from the special tax treatment provided by Code Section 422, such provision
shall be deemed null and void and to incorporate  by reference the  modification
required to qualify the shares for said tax treatment.

22. Compliance With Other Laws and Regulations. The Plan, the grant and exercise
of Options thereunder, and the obligation of the Corporation to sell and deliver
Stock under such options,  shall be subject to all applicable  federal and state
laws,  rules,  and  regulations  and to  such  approvals  by any  government  or
regulatory  agency as may be required.  The Corporation shall not be required to
issue or deliver any  certificates  for shares of Stock prior to (a) the listing
of such  shares on any stock  exchange or  over-the-counter  market on which the
Stock  may  then be  listed  and  (b)  the  completion  of any  registration  or
qualification  of such  shares  under any federal or state law, or any ruling or
regulation  of any  government  body which the  Corporation  shall,  in its sole
discretion,  determine to be necessary or advisable.  Moreover, no Option may be
exercised  if its  exercise or the receipt of Stock  pursuant  thereto  would be
contrary to applicable laws.

23.  Disposition  of  Shares.  In the event any  share of Stock  acquired  by an
exercise of an Option granted under the Plan shall be transferable other than by
will or by the laws of  descent  and  distribution  within two years of the date
such  Option was  granted or within  one year after the  transfer  of such Stock
pursuant to such exercise, the optionee shall give prompt written notice thereof
to the Corporation or the Stock Option Committee.

24.  Name.  The Plan shall be known as the "Shop T.V.,  Inc.  1998 Stock  Option
Plan."

25.  Notices.  Any notice  hereunder  shall be in writing and sent by  certified
mail, return receipt requested or by facsimile  transmission (with electronic or
written  confirmation of receipt) and when addressed to the Corporation shall be
sent to it at its  office,  2001 West Sample  Road,  Suite 101,  Pompano  Beach,
Florida 33064,  and when addressed to the Committee  shall be sent to it at 2001
West Sample Road, Suite 101, Pompano Beach,  Florida 33064, subject to the right
of either  party to  designate  at any time  hereafter  in  writing  some  other
address,  facsimile  number or person to whose  attention  such notice  shall be
sent.

26.  Headings.  The headings  preceding  the text of Sections and  subparagraphs
hereof  are  inserted  solely  for  convenience  of  reference,  and  shall  not
constitute a part of this Plan nor shall they affect its  meaning,  construction
or effect.

27.  Effective  Date. This Plan, the Shop T.V., Inc. 1998 Stock Option Plan, was
adopted by the Board of Directors of the  Corporation on September 10, 1998. The
effective date of the Plan shall be the same date.

Dated as of September 10, 1998.

SHOP T.V., INC.



                              By:/S/MARK ALFIERI
                                 ---------------
                            Mark Alfieri, President



                                 SHOP T.V., INC.
                             1998 STOCK OPTION PLAN
                                AMMENDMENT NO. 1



    Paragraph  No. 3  "Amount  of Stock" is  hereby  amended  this  First day of
December of 1998, as follows:

    " The aggregate number of shares of Stock which may be purchased pursuant to
exercise of Options shall be 3,000,000 (from 1,500,000) shares."


This  amendment  was adopted by the Board of  Directors  of the  Corporation  on
December 1, 1998.


                                 SHOP T.V., INC.

                            By:/S/ MARK ALFIERI
                               ----------------
                               Name: Mark Alfieri

                                 Its: President



                               SITE2SHOP.COM, INC.
                        FORMERLY KNOWN AS SHOP T.V., INC.
                             1998 STOCK OPTION PLAN
                                AMMENDMENT NO. 2



    Paragraph No. 3 "Amount of Stock" is hereby subsequently  amended this Third
day of April of 2000, as follows:

    " The aggregate number of shares of Stock which may be purchased pursuant to
exercise of Options shall be 5,000,000 (from 3,000,000) shares."


This amendment was adopted by the Board of Directors of the Corporation on April
3, 2000.


                               SITE2SHOP.COM, INC.

                             By:/S/ MARK ALFIERI
                                ----------------
                               Name: Mark Alfieri

                                 Its: President