<PAGE>



Exhibit 4.1

                          BRANDS SHOPPING NETWORK, INC.
                      2003 STOCK OPTION/STOCK ISSUANCE PLAN
                      -------------------------------------


                                   ARTICLE ONE
                               GENERAL PROVISIONS
                               ------------------

I.    PURPOSE  OF  THE  PLAN

This  2003  Stock  Option/Stock  Issuance  Plan  (the  "Plan")  is  intended  to
promote  the  interests  of  BRANDS SHOPPING NETWORK, Inc., a Nevada corporation
(the  "Corporation"),  by  providing  eligible  persons  with the opportunity to
acquire  a  proprietary  interest,  or  otherwise  increase  their  proprietary
interest,  in  the  Corporation  as  an  incentive  for  them  to  remain in the
Corporation's  service.

     Capitalized  terms  shall  have  the meanings assigned to such terms in the
attached  Appendix.

II.   STRUCTURE  OF  THE  PLAN

A.    The  Plan  shall  be  divided  into  two  separate  equity  programs:

          (i)  the  "Discretionary  Option  Grant  Program" under which eligible
          persons  may,  at the discretion of the Plan Administrator, be granted
          options  to  purchase  shares  of  Common  Stock,  and

          (ii) the "Stock Issuance Program" under which eligible persons may, at
          the  discretion  of the Plan Administrator, be issued shares of Common
          Stock  directly,  either through the immediate purchase of such shares
          or  as a bonus for services rendered to the Corporation (or any Parent
          or  Subsidiary).

B.    The provisions of Articles One and Four shall apply to all equity programs
under  the  Plan  and  shall govern the interests of all persons under the Plan.

III.  ADMINISTRATION  OF  THE  PLAN

A.     Except  as provided in Paragraph B of this Section III, the Plan shall be
administered  by  the  Board  or  one or more committees appointed by the Board,
provided  that  (1) beginning with the Section 12 Registration Date, the Primary
Committee  shall  have  sole and exclusive authority to administer the Plan with
respect  to  Section  16  Insiders,  and  (2)  administration  of  the  Plan may
otherwise,  at  the  Board's discretion, be vested in the Primary Committee or a
Secondary  Committee.

B.     Members  of  the Primary Committee or any Secondary Committee shall serve
for  such  period  of  time as the Board may determine and may be removed by the
Board  at  any  time.  The Board may also at any time terminate the functions of
any  Secondary  Committee  and  reassume  all  powers  and  authority previously
delegated  to  such  committee.


                                                                          Page 8
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C.     Each  Plan  Administrator  shall,  within the scope of its administrative
functions  under  the  Plan,  have  full  power  and  authority  (subject to the
provisions  of  the Plan) to establish such rules and regulations as it may deem
appropriate  for proper administration of the Discretionary Option Grant Program
and  the Stock Issuance Program and to make such determinations under, and issue
such  interpretations  of,  the  provisions of such programs and any outstanding
options  or  stock  issuances  thereunder as it may deem necessary or advisable.
Decisions  of  the  Plan  Administrator  within  the scope of its administrative
functions  under  the Plan shall be final and binding on all parties who have an
interest  in  the  Discretionary  Option Grant Program and/or the Stock Issuance
Program  under  its  jurisdiction  or  any  option or stock issuance thereunder.

D.     Service  on  the  Primary  Committee  or  the  Secondary  Committee shall
constitute  service  as a Board member, and members of each such committee shall
accordingly  be  entitled  to  full  indemnification  and reimbursement as Board
members for their service on such committee.  No member of the Primary Committee
or  the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.

IV.   ELIGIBILITY

A.     The  persons  eligible  to  participate in the Discretionary Option Grant
Program  and  the  Stock  Issuance  Program  are  as  follows:

          (i)  Employees,

          (ii)  non-employee  members  of the Board or the board of directors of
          any  Parent  or  Subsidiary  of  the  Corporation,  and

          (iii)  consultants and other independent advisors who provide services
          to  the  Corporation (or any Parent or Subsidiary of the Corporation).

B.     Each  Plan  Administrator  shall,  within the scope of its administrative
jurisdiction  under  the  Plan,  have  full  authority  to  determine:

          (i) with respect to option grants under the Discretionary Option Grant
          Program, which eligible persons are to receive option grants, the time
          or  times when such option grants are to be made, the number of shares
          to  be covered by each such grant, the status of the granted option as
          either  an  Incentive  Option  or  a Non-Statutory Option, the time or
          times  when each option is to become exercisable, the vesting schedule
          (if  any)  applicable  to  the  option shares and the maximum term for
          which  the  option  is  to  remain  outstanding  and

          (ii) with respect to stock issuances under the Stock Issuance Program,
          which  eligible  persons  are  to receive stock issuances, the time or
          times  when  such issuances are to be made, the number of shares to be
          issued  to  each Participant, the vesting schedule (if any) applicable
          to  the  issued  shares  and  the  consideration  for  such  shares.


                                                                          Page 9
<PAGE>

C.     The Plan Administrator shall have the absolute discretion either to grant
options  in  accordance with the Discretionary Option Grant Program or to effect
stock  issuances  in  accordance  with  the  Stock  Issuance  Program.

V.     STOCK  SUBJECT  TO  THE  PLAN

A.     The  stock  issuable  under  the  Plan  shall be shares of authorized but
unissued  or  reacquired  Common  Stock,  including  shares  repurchased  by the
Corporation  on  the  open market.  The maximum number of shares of Common Stock
initially  reserved  for  issuance  over  the  term of the Plan shall not exceed
1,400,000  shares.  Such  authorized share reserve includes the number of shares
subject  to the outstanding options which are hereby incorporated into the Plan.

B.     Shares  of Common Stock subject to outstanding options shall be available
for  subsequent  issuance  under  the Plan to the extent those options expire or
terminate  for  any  reason  prior  to being exercised in full.  Unvested shares
issued  under  the  Plan  and  subsequently  cancelled  or  repurchased  by  the
Corporation,  at  the  original  issue  price  paid  per  share, pursuant to the
Corporation's repurchase rights under the Plan shall be added back to the number
of  shares  of  Common  Stock  reserved  for  issuance  under  the  Plan.

C.     If  any  change is made to the Common Stock by reason of any stock split,
stock  dividend,  recapitalization, combination of shares, exchange of shares or
other  change  affecting  the  outstanding  Common  Stock as a class without the
Corporation's  receipt  of  consideration, appropriate adjustments shall be made
to:

          (i)  the  maximum number and/or class of securities issuable under the
          Plan;

          (ii)  the  number  and/or class of securities for which any one person
          may  be  granted  stock  options,  separately  exercisable  stock
          appreciation  rights  and  direct  stock  issuances under the Plan per
          calendar  year;  and

          (iii) the number and/or class of securities and the exercise price per
          share  in  effect  under  each  outstanding  option  under  the  Plan.

     Such  adjustments to the outstanding options are to be effected in a manner
which  shall  preclude  the enlargement or dilution of rights and benefits under
such  options.  The  adjustments  determined  by the Plan Administrator shall be
final,  binding  and  conclusive.

                                   ARTICLE TWO
                       DISCRETIONARY OPTION GRANT PROGRAM
                       ----------------------------------

I.     OPTION  TERMS

     Each  option  shall  be  evidenced  by  one  or  more documents in the form
approved  by  the Plan Administrator; provided, however, that each such document
                                      -----------------
shall  comply  with  the  terms  specified  below.  Each  document evidencing an
Incentive  Option  shall,  in addition, be subject to the provisions of the Plan
applicable  to  such  options.


                                                                         Page 10
<PAGE>

     A.     EXERCISE  PRICE.
            ---------------

1.  The  exercise  price per share shall be fixed by the Plan Administrator at a
price not less than eighty-five percent (85%) of the Fair Market Value per share
of  Common  Stock  on  the  option  grant date; provided, however, that the Plan
                                                -----------------
Administrator  may  fix  the exercise price at less than 85% if the Optionee, at
the  time  of  the  option  grant,  shall have made a payment to the Corporation
(including  payment  made by means of a salary reduction) equal to the excess of
the  Fair  Market  Value  of the Common Stock on the option grant date over such
exercise  price.

2.  The  exercise price shall become immediately due upon exercise of the option
and  may,  subject  to  the  provisions  of  Section  I  of Article Four and the
documents  evidencing  the  option,  be  payable  in  one  or  more of the forms
specified  below:

          (i)  cash  or  check  made  payable  to  the  Corporation,

          (ii)  with  respect  to  the  exercise of options after the Section 12
          Registration  Date,  shares  of  Common  Stock  held for the requisite
          period  necessary  to avoid a charge to the Corporation's earnings for
          financial  reporting  purposes  and valued at Fair Market Value on the
          Exercise  Date,  or

          (iii)  with respect to the exercise of options for vested shares after
          the  Section  12 Registration Date and to the extent the sale complies
          with  all  applicable  laws  relating  to  the  regulation and sale of
          securities,  through  a special sale and remittance procedure pursuant
          to  which  the Optionee shall concurrently provide irrevocable written
          instructions  to (a) a Corporation-designated brokerage firm to effect
          the  immediate  sale  of  the  purchased  shares  and  remit  to  the
          Corporation,  out  of  the  sale  proceeds available on the settlement
          date,  sufficient  funds to cover the aggregate exercise price payable
          for  the purchased shares plus all applicable Federal, state and local
          income and employment taxes required to be withheld by the Corporation
          by  reason  of  such  exercise, and (b) the Corporation to deliver the
          certificates  for the purchased shares directly to such brokerage firm
          in  order  to  complete  the  sale.

     Except  to  the  extent  such  sale  and  remittance procedure is utilized,
payment  of  the  exercise  price  for  the purchased shares must be made on the
Exercise  Date.

      B.   EXERCISE  AND  TERM OF OPTIONS.  Each option shall be exercisable at
           ------------------------------
such time or times, during such period and for such number of shares as shall be
determined  by  the Plan Administrator and set forth in the documents evidencing
the  option.  However,  no  option shall have a term in excess of ten (10) years
measured  from  the  option  grant  date.


                                                                         Page 11
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     C.     EFFECT  OF  TERMINATION  OF  SERVICE.
            ------------------------------------

1.  The  following  provisions  shall govern the exercise of any options held by
the  Optionee  at  the  time  of  cessation  of  Service  or  death:

     (i)  Any  option  outstanding  at  the  time of the Optionee's cessation of
     Service  for  any  reason  shall remain exercisable for such period of time
     thereafter  as  shall be determined by the Plan Administrator and set forth
     in  the  documents  evidencing  the option (which shall in no event be less
     than six (6) months in the case of death or disability nor less than thirty
     (30)  days in the case of any other cessation of Service), provided no such
     option  shall  be  exercisable  after  the  expiration  of the option term.

     (ii) Any option exercisable in whole or in part by the Optionee at the time
     of  death  may  be subsequently exercised by the personal representative of
     the  Optionee's  estate  or  by the person or persons to whom the option is
     transferred  pursuant to the Optionee's will or in accordance with the laws
     of  descent  and  distribution.

     (iii)  Subject  to  clause  C.2.(ii)  below  of  this Section I, during the
     applicable post-Service exercise period, the option may not be exercised in
     the  aggregate  for  more  than  the  number of vested shares for which the
     option  is  exercisable on the date of the Optionee's cessation of Service.
     Upon  the expiration of the applicable exercise period or (if earlier) upon
     the  expiration of the option term, the option shall terminate and cease to
     be  outstanding  for  any  vested  shares for which the option has not been
     exercised.

2.  The Plan Administrator shall have complete discretion, exercisable either at
the  time  an  option  is  granted  or  at  any  time  while  the option remains
outstanding,  to:

     (i) extend the period of time for which the option is to remain exercisable
     following  the  Optionee's  cessation  of Service from the limited exercise
     period  otherwise  in effect for that option to such greater period of time
     as  the  Plan  Administrator shall deem appropriate, but in no event beyond
     the  expiration  of  the  option  term,  and/or

     (ii)  permit the option to be exercised, during the applicable post-Service
     exercise  period,  not  only with respect to the number of vested shares of
     Common  Stock  for  which  such  option  is  exercisable at the time of the
     Optionee's  cessation  of  Service  but  also  with  respect to one or more
     additional  installments  in  which  the Optionee would have vested had the
     Optionee  continued  in  Service.

D.     SHAREHOLDER  RIGHTS.  The  holder  of an option shall have no shareholder
       -------------------
rights  with respect to the shares subject to the option until such person shall
have exercised the option, paid the exercise price and become a holder of record
of  the  purchased  shares.


                                                                         Page 12
<PAGE>

E.     REPURCHASE  RIGHTS.  The  Plan Administrator shall have the discretion to
       ------------------
grant  options  which are exercisable for unvested shares of Common Stock and to
reserve  the  right to repurchase any or all of those unvested shares should the
Optionee  thereafter  cease to be in Service to the Corporation.  The terms upon
which  such  repurchase  right  shall  be  exercisable (including the period and
procedure  for  exercise  and the appropriate vesting schedule for the purchased
shares)  shall  be  established  by  the Plan Administrator and set forth in the
document  evidencing  such  repurchase  right.

F.     LIMITED TRANSFERABILITY OF OPTIONS.  During the lifetime of the Optionee,
       ----------------------------------
options  shall  be  exercisable  only by the Optionee and shall be assignable or
transferable  other  than  by  will  or  by the laws of descent and distribution
following  the  Optionee's  death.

II.     INCENTIVE  OPTIONS

     The  terms  specified  below  shall be applicable to all Incentive Options.
Except  as  modified by the provisions of this Section II, all the provisions of
Articles  One,  Two  and Four shall be applicable to Incentive Options.  Options
which are specifically designated as Non-Statutory Options when issued under the
Plan  shall  not  be  subject  to  the  terms  of  this  Section  II.
             ---


A.     ELIGIBILITY.  Incentive  Options  may  only be granted to Employees.
       -----------

B.     EXERCISE  PRICE.  The exercise price per share shall not be less than one
       ---------------
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option  grant  date.

C.     DOLLAR  LIMITATION.  The  aggregate  Fair  Market  Value of the shares of
       ------------------
Common  Stock (determined as of the respective date or dates of grant) for which
one  or more options granted to any Employee under the Plan (or any other option
plan  of  the  Corporation  or  any Parent or Subsidiary) may for the first time
become  exercisable  as Incentive Options during any one calendar year shall not
exceed  the  sum  of One Hundred Thousand Dollars ($100,000).  To the extent the
Employee  holds  two  (2)  or more such options which become exercisable for the
first  time  in  the  same  calendar  year,  the  foregoing  limitation  on  the
exercisability  of  such  options  as  Incentive Options shall be applied on the
basis  of  the  order  in  which  such  options  are  granted.

D.     10%  SHAREHOLDER.  If any Employee to whom an Incentive Option is granted
       ----------------
is  a  10% Shareholder, then the exercise price per share shall not be less than
one  hundred  ten  percent  (110%)  of the Fair Market Value per share of Common
Stock  on  the  option grant date, and the option term shall not exceed five (5)
years  measured  from  the  option  grant  date.

III.     CANCELLATION  AND  REGRANT  OF  OPTIONS

The  Plan Administrator shall have the authority to effect, at any time and from
time  to time, with the consent of the affected option holders, the cancellation
of  any  or all outstanding options under the Discretionary Option Grant Program
and to grant in substitution new options covering the same or a different number
of shares of Common Stock but with an exercise price per share based on the Fair
Market  Value  per  share  of  Common  Stock  on  the  new  grant  date.

                                                                         Page 13
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                                  ARTICLE THREE
                             STOCK ISSUANCE PROGRAM
                             ----------------------

I.     STOCK  ISSUANCES

     Shares  of  Common  Stock  may  be  issued under the Stock Issuance Program
through  direct  and  immediate issuances without any intervening option grants.
Each  such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies  with  the  terms  specified  below.

II.     STOCK  ISSUANCE  TERMS

     A.     PURCHASE  PRICE.
            ---------------

     1.  The  purchase price per share shall be fixed by the Plan Administrator,
     but  shall  not  be  less than eighty-five percent (85%) of the Fair Market
     Value  per  share  of  Common  Stock  on  the  issuance  date.

     2. Subject to the provisions of Section I of Article Four, shares of Common
     Stock  may  be  issued  under  the  Stock  Issuance  Program for any of the
     following  items  of  consideration  which  the Plan Administrator may deem
     appropriate  in  each  individual  instance:

          (i)  cash  or  check  made  payable  to  the  Corporation,

          (ii)  past  services  rendered  to  the  Corporation (or any Parent or
          Subsidiary),  or

          (iii)  such other consideration and method of payment for the issuance
          of  Shares  to  the  extent  permitted  by  Applicable  Laws.

     B.     VESTING  PROVISIONS.
            -------------------

1.  Shares  of  Common Stock issued under the Stock Issuance Program may, in the
discretion  of  the  Plan  Administrator,  be  fully and immediately vested upon
issuance  or  may vest in one or more installments over the Participant's period
of Service or upon attainment of specified performance objectives.  The elements
of the vesting schedule applicable to any unvested shares of Common Stock issued
under  the  Stock  Issuance  Program,  namely:

          (i)  the  Service  period  to  be  completed by the Participant or the
          performance  objectives  to  be  attained,

          (ii)  the  number  of  installments  in  which the shares are to vest,

          (iii)  the  interval  or intervals (if any) which are to lapse between
          installments,  and

          (iv)  the  effect  which  death,  Permanent  Disability or other event
          designated  by  the  Plan  Administrator  is  to have upon the vesting
          schedule,  shall  be  determined  by  the  Plan  Administrator  and
          incorporated  into  the  Stock  Issuance  Agreement.


                                                                         Page 14
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2.  Any  new,  substituted or additional securities or other property (including
money paid other than as a regular cash dividend) which the Participant may have
the right to receive with respect to the Participant's unvested shares of Common
Stock  by  reason  of  any  stock  dividend,  stock  split,  recapitalization,
combination  of  shares,  exchange  of  shares  or  other  change  affecting the
outstanding  Common  Stock  as  a  class  without  the  Corporation's receipt of
consideration  shall  be  issued  subject  to  (i) the same vesting requirements
applicable  to  the  Participant's unvested shares of Common Stock and (ii) such
escrow  arrangements  as  the  Plan  Administrator  shall  deem  appropriate.

3.  The  Participant  shall  have  full  shareholder  rights with respect to any
shares  of  Common  Stock  issued  to  the  Participant under the Stock Issuance
Program,  whether  or  not the Participant's interest in those shares is vested.
Accordingly,  the  Participant  shall  have the right to vote such shares and to
receive  any  regular  cash  dividends  paid  on  such  shares.

4.  Should  the Participant cease to remain in Service while holding one or more
unvested  shares  of  Common  Stock  issued  under the Stock Issuance Program or
should  the  performance  objectives not be attained with respect to one or more
such  unvested  shares  of  Common Stock, then those shares shall be immediately
surrendered  to the Corporation for cancellation, and the Participant shall have
no  further  shareholder rights with respect to those shares.  To the extent the
surrendered  shares  were previously issued to the Participant for consideration
paid  in  cash  or  cash  equivalent (including the Participant's purchase-money
indebtedness),  the  Corporation  shall  repay  to  the  Participant  the  cash
consideration  paid  for  the  surrendered  shares  and  shall cancel the unpaid
principal  balance  of  any  outstanding  purchase-money note of the Participant
attributable  to  the  surrendered  shares.

5.  The  Plan  Administrator  may  in  its  discretion  waive  the surrender and
cancellation  of  one  or  more  unvested  shares  of  Common  Stock which would
otherwise  occur  upon  the  cessation  of  the  Participant's  Service  or  the
non-attainment  of  the performance objectives applicable to those shares.  Such
waiver  shall  result  in the immediate vesting of the Participant's interest in
the  shares  as to which the waiver applies.  Such waiver may be effected at any
time,  whether  before  or  after  the Participant's cessation of Service or the
attainment  or  non-attainment  of  the  applicable  performance  objectives.

                                  ARTICLE FOUR
                                  MISCELLANEOUS
                                  -------------

I.     FINANCING

The  Plan  Administrator  may  permit  any  Optionee  or  Participant  to  pay


                                                                         Page 15
<PAGE>

the  option  exercise  price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering a
full-recourse,  interest  bearing  promissory  note  payable  in  one  or  more
installments.  The  terms  of  any  such promissory note (including the interest
rate  and the terms of repayment) shall be established by the Plan Administrator
in  its  sole  discretion.  In  no event may the maximum credit available to the
Optionee  or  Participant  exceed  the  sum  of

          (i)  the aggregate option exercise price or purchase price payable for
          the  purchased  shares  plus

          (ii)  any Federal, state and local income and employment tax liability
          incurred  by  the  Optionee  or the Participant in connection with the
          option  exercise  or  share  purchase.

II.     SHARE  ESCROW/LEGENDS

     Unvested  shares  issued  under  the  Plan may, in the Plan Administrator's
discretion,  be  held  in  escrow  by  the  Corporation  until the Participant's
interest  in such shares vests or may be issued directly to the Participant with
restrictive  legends  on  the  certificates  evidencing  those  unvested shares.

III.     CORPORATE  TRANSACTION

A.     Except as otherwise provided in the agreements evidencing an option, each
outstanding  option  under  the  Discretionary  Option  Grant  Program  shall
automatically  accelerate  in  the event of a Corporate Transaction so that each
such  option  shall,  immediately  prior  to the effective date of the Corporate
Transaction, become fully exercisable with respect to the total number of shares
of  Common Stock at the time subject to such option and may be exercised for any
or  all of those shares as fully-vested shares of Common Stock, provided that an
outstanding  option  shall  not  so  accelerate  if  and  to  the  extent:

          (i)  such  option  is,  in  connection with the Corporate Transaction,
          either  to be assumed by the successor corporation (or parent thereof)
          or  to  be replaced with a comparable option to purchase shares of the
          capital  stock  of  the  successor  corporation  (or  parent thereof),

          (ii)  such  option  is to be replaced with a cash incentive program of
          the  successor  corporation which preserves the spread existing on the
          unvested  option  shares  at the time of the Corporate Transaction and
          provides  for  subsequent  payout  in accordance with the same vesting
          schedule  applicable  to  those  option  shares  or

          (iii)  the acceleration of such option is subject to other limitations
          imposed by the Plan Administrator at the time of the option grant. The
          determination  of option comparability under clause (i) above shall be
          made  by the Plan Administrator, and its determination shall be final,
          binding  and  conclusive.

B.     Except  as  otherwise  provided in the agreements creating the repurchase
rights,  outstanding  repurchase  rights, if any, shall terminate automatically,
and  the  shares  of  Common  Stock  subject  to  those  terminated rights shall
immediately  vest  in  full, in the event of any Corporate Transaction, provided
that  such  repurchase  right  shall  not  lapse  to  the  extent:


                                                                         Page 16
<PAGE>

          (i)  those  repurchase  rights  are  to  be  assigned to the successor
          corporation  (or  parent  thereof)  in  connection with such Corporate
          Transaction  or

          (ii)  such  accelerated  vesting  is  precluded  by  other limitations
          imposed  by the Plan Administrator at the time the option is issued or
          the  repurchase  right  is  created.

C.     Immediately  following the consummation of the Corporate Transaction, all
outstanding  options  shall terminate and cease to be outstanding, except to the
extent  assumed  by  the  successor  corporation  (or  parent  thereof).

D.     Each  option  which is assumed in connection with a Corporate Transaction
shall  be  appropriately adjusted, immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been issuable to
the  Optionee  in consummation of such Corporate Transaction had the option been
exercised  immediately  prior  to  such  Corporate  Transaction.  Appropriate
adjustments  to  reflect  such  Corporate  Transaction  shall  also  be  made to

          (i)  the  exercise  price  payable  per  share  under each outstanding
          option,  provided  the  aggregate  exercise  price  payable  for  such
                   --------
          securities  shall  remain  the  same,

          (ii)  the  maximum  number  and/or  class  of securities available for
          issuance  over  the  remaining  term  of  the  Plan  and

          (iii)  the maximum number and/or class of securities for which any one
          person  may  be  granted  stock  options, separately exercisable stock
          appreciation  rights  and  direct  stock  issuances under the Plan per
          calendar  year.

E.     Repurchase  rights  which  are  assigned  in  connection with a Corporate
Transaction  shall  be  exercisable  with  respect to the property issued to the
Optionee  or  Participant  upon  consummation  of  such Corporate Transaction in
exchange for the Common Stock held by the Optionee or Participant subject to the
repurchase  rights  immediately  prior  to  the  Corporate  Transaction.

F.     Except  as  otherwise  limited  by  the Plan Administrator at the time an
Option  is  granted,  vesting  under  outstanding  options  will  automatically
accelerate in the event the Optionee's Service subsequently terminates by reason
of  an  Involuntary  Termination  within  eighteen  (18)  months  following  the
effective  date  of any Corporate Transaction in which those options are assumed
or  replaced  and do not otherwise accelerate.  Any options so accelerated shall
remain  exercisable  for  fully-vested  shares  until  the  earlier  of
                                                            -------

          (i)  the  expiration  of  the  option  term  or


                                                                         Page 17
<PAGE>

          (ii)  the  expiration  of  the  two  (2)-year period measured from the
          effective  date  of  the  Involuntary  Termination. The portion of any
          Incentive  Option  accelerated  in  connection  with  a  Corporate
          Transaction  or  Change  in  Control  shall  remain  exercisable as an
          Incentive  Option  only  to  the  extent  the  applicable  One Hundred
          Thousand  Dollar  ($100,000)  limitation  is  not  exceeded  and  the
          provisions  governing the exercise and holding period are met provided
          that  such  option  is  exercised  within  ninety  (90)  days  of  the
          Involuntary  Termination.  To  the  extent  the  applicable  dollar
          limitation  is  exceeded  or  the options are not exercised within the
          applicable ninety (90) day period, such option shall be exercisable as
          a  Non-Statutory  Option.

G.     Except  as  otherwise  limited  by the Plan Administrator at the time the
option  is  granted  under  the  Discretionary  Option Program or the repurchase
rights  are  created,  the  outstanding repurchase rights with respect to shares
held  by  an  Optionee  or  Participant will automatically lapse and cease to be
exercisable  in  the  event  the  Optionee's  or  the  Participant's  Service
subsequently  terminates  by means of an Involuntary Termination within eighteen
(18)  months  following the effective date of any Corporate Transaction in which
those  repurchase  rights  are  assigned  or  otherwise  continue.

H.     The  outstanding  options or repurchase rights shall in no way affect the
right  of  the Corporation to adjust, reclassify, reorganize or otherwise change
its  capital or business structure or to merge, consolidate, dissolve, liquidate
or  sell  or  transfer  all  or  any  part  of  its  business  or  assets.





                                                                         Page 18
<PAGE>

IV.     CHANGE  IN  CONTROL

A.     In  the event of any Change in Control, each outstanding option under the
Discretionary  Option  Grant Program shall automatically accelerate so that each
such  option  shall,  immediately  prior  to the effective date of the Change in
Control,  become fully exercisable with respect to the total number of shares of
Common  Stock at the time subject to such option and may be exercised for any or
all  of  those  shares  as  fully-vested  shares  of  Common  Stock.

B.     Outstanding repurchase rights, if any, shall terminate automatically, and
the  shares of Common Stock subject to those terminated rights shall immediately
vest  in  full,  in  the  event  of  any  Change  in  Control.

V.     VESTING

Notwithstanding  any  other  provision  of  this agreement, the vesting schedule
imposed  with  respect to any option grant or share issuance shall not result in
the  Optionee  or  Participant vesting in fewer than 25% per year for four years
from  the  date  of  the  option  grant  or  share  issuance.

VI.     TAX  WITHHOLDING

A.     The  Corporation's  obligation to deliver shares of Common Stock upon the
exercise  of  options  or  the issuance or vesting of such shares under the Plan
shall  be subject to the satisfaction of all applicable Federal, state and local
income  and  employment  tax  withholding  requirements.

B.     The Plan Administrator may, in its discretion, provide any or all holders
of  Non-Statutory Options or unvested shares of Common Stock under the Plan with
the  right  to  use shares of Common Stock in satisfaction of all or part of the
Taxes  incurred by such holders in connection with the exercise of their options
or  the  vesting of their shares.  Such right may be provided to any such holder
in  either  or  both  of  the  following  formats:

          1.  Stock  Withholding: The election to have the Corporation withhold,
               -----------------
          from  the  shares of Common Stock otherwise issuable upon the exercise
          of  such Non-Statutory Option or the vesting of such shares, a portion
          of  those  shares  with  an  aggregate  Fair Market Value equal to the
          percentage  of  the  Taxes  (not to exceed one hundred percent (100%))
          designated  by  the  holder.

          2.  Stock Delivery: The election to deliver to the Corporation, at the
              --------------
          time  the Non-Statutory Option is exercised or the shares vest, one or
          more  shares of Common Stock previously acquired by such holder (other
          than  in  connection  with  the  option  exercise  or  share  vesting
          triggering the Taxes) with an aggregate Fair Market Value equal to the
          percentage  of  the  Taxes  (not to exceed one hundred percent (100%))
          designated  by  the  holder.

VII.     EFFECTIVE  DATE  AND  TERM  OF  THE  PLAN

A.     The Plan shall become effective immediately upon the Plan Effective Date.
Options  may be granted under the Discretionary Option Grant Program at any time
on or after the Plan Effective Date.  However, no options granted under the Plan

                                                                         Page 19
<PAGE>

may  be  exercised, and no shares shall be issued under the Plan, until the Plan
is  approved by the Corporation's shareholders.  If such shareholder approval is
not  obtained  within twelve (12) months after the Plan Effective Date, then all
options  previously  granted  under  this  Plan  shall terminate and cease to be
outstanding,  and  no  further  options  shall be granted and no shares shall be
issued  under  the  Plan.

B.     All  options  outstanding  as  of  the  Plan  Effective  Date  shall  be
incorporated  into  the  Plan  at  that time and shall be treated as outstanding
options  under the Plan.  However, each outstanding option so incorporated shall
continue  to  be  governed  solely by the terms of the documents evidencing such
option,  and  no  provision  of  the Plan shall be deemed to affect or otherwise
modify  the  rights  or  obligations of the holders of such incorporated options
with  respect  to  their  acquisition  of  shares  of  Common  Stock.

     C.     The  Plan  shall  terminate  upon  the  earliest  of
                                                    --------

               (i)  the  tenth  anniversary  of  the  Plan  Effective  Date,

               (ii)  the  date  on which all shares available for issuance under
               the  Plan  shall  have  been  issued  as  fully-vested  shares or

               (iii)  the  termination  of all outstanding options in connection
               with  a  Corporate  Transaction.

     Upon  such  plan  termination,  all  outstanding option grants and unvested
stock issuances shall thereafter continue to have force and effect in accordance
with  the  provisions  of  the  documents  evidencing  such grants or issuances.

VIII.     AMENDMENT  OF  THE  PLAN

A.     The  Board shall have complete and exclusive power and authority to amend
or  modify  the  Plan  in  any  or  all respects.  However, no such amendment or
modification  shall  adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the Plan
unless  the  Optionee  or  the  Participant  consents  to  such  amendment  or
modification.  In  addition, certain amendments may require shareholder approval
if  so  determined  by  the Board or pursuant to applicable laws or regulations.

B.     Options  to  purchase  shares  of  Common  Stock may be granted under the
Discretionary  Option  Grant  Program  and  shares of Common Stock may be issued
under  the  Stock  Issuance  Program  that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess
shares  actually issued under those programs shall be held in escrow until there
is  obtained  any  required approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan.  If such
approval is not obtained within twelve (12) months after the date the first such
excess issuances are made, then (i) any unexercised options granted on the basis
of  such  excess shares shall terminate and cease to be outstanding and (ii) the
Corporation  shall  promptly  refund  to  the Optionees and the Participants the
exercise  or purchase price paid for any excess shares issued under the Plan and
held  in  escrow,  together  with interest (at the applicable Short Term Federal
Rate)  for  the  period  the  shares  were held in escrow, and such shares shall
thereupon  be  automatically  cancelled  and  cease  to  be  outstanding.


                                                                         Page 20
<PAGE>

IX.     USE  OF  PROCEEDS

     Any  cash  proceeds  received by the Corporation from the sale of shares of
Common  Stock  under  the  Plan  shall  be  used for general corporate purposes.

X.     REGULATORY  APPROVALS

A.     The  implementation  of  the Plan, the granting of any stock option under
the Plan and the issuance of any shares of Common Stock (i) upon the exercise of
any  granted option or (ii) under the Stock Issuance Program shall be subject to
the  Corporation's  procurement  of  all  approvals  and  permits  required  by
regulatory  authorities  having  jurisdiction  over  the Plan, the stock options
granted  under  it  and  the  shares  of  Common  Stock  issued  pursuant to it.

B.     No  shares  of  Common Stock or other assets shall be issued or delivered
under  the  Plan  unless  and  until  there  shall have been compliance with all
applicable  requirements  of  Federal  and  state securities laws, including the
filing  and  effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of  any  stock  exchange (or the Nasdaq National Market, if applicable) on which
Common  Stock  is  then  listed  for  trading.

XI.     NO  EMPLOYMENT/SERVICE  RIGHTS

     Nothing  in  the Plan shall confer upon the Optionee or the Participant any
right  to  continue  in Service for any period of specific duration or interfere
with  or  otherwise  restrict  in  any way the rights of the Corporation (or any
Parent  or  Subsidiary employing or retaining such person) or of the Optionee or
the  Participant,  which  rights  are  hereby  expressly  reserved  by  each, to
terminate  such  person's  Service  at  any time for any reason, with or without
cause.

XII.     FINANCIAL  REPORTS

     The  Corporation  shall  deliver a balance sheet and an income statement at
least  annually to each individual holding an outstanding option under the Plan,
unless  such  individual  is  a key Employee whose duties in connection with the
Corporation  (or  any  Parent  or  Subsidiary)  assure such individual access to
equivalent  information.


                                                                         Page 21
<PAGE>

                                    APPENDIX
                                    --------

     The  following  definitions  shall  be  in  effect  under  the  Plan:

A.     APPLICABLE  LAWS  shall  mean  the  legal  requirements  relating  to the
       ----------------
administration of stock option plans and the issuance of stock and stock options
under  federal  securities laws, Nevada corporate and securities laws, the Code,
and  the  applicable  laws  of any foreign country or jurisdiction where options
will  be  or  are  being  granted  under  the  Plan.

B.     BOARD  shall  mean  the  Corporation's  Board  of  Directors.
       -----

C.     CHANGE  IN  CONTROL  shall  mean  a change in ownership or control of the
       -------------------
Corporation  effected  through  either  of  the  following  transactions:

     (i)  the acquisition, directly or indirectly by any person or related group
     of  persons  (other  than  the  Corporation  or  a  person that directly or
     indirectly controls, is controlled by, or is under common control with, the
     Corporation),  of beneficial ownership (within the meaning of Rule 13d-3 of
     the 1934 Act) of securities possessing more than fifty percent (50%) of the
     total  combined  voting  power  of the Corporation's outstanding securities
     pursuant  to  a  tender  or  exchange  offer  made  to  the  Corporation's
     shareholders,  or

     (ii)  a  change in the composition of the Board over a period of thirty-six
     (36)  consecutive  months or less such that a majority of the Board members
     ceases,  by reason of one or more contested elections for Board membership,
     to  be  comprised  of  individuals  who  either

          (a)  have  been Board members continuously since the beginning of such
          period  or

          (b)  have  been  elected  or  nominated  for election as Board members
          during  such  period  by  at  least  a  majority  of the Board members
          described in clause (a) who were still in office at the time the Board
          approved  such  election  or  nomination.


D.     CODE  shall  mean  the  Internal  Revenue  Code of 1986, as amended.
       ----

E.     COMMON  STOCK  shall  mean  the  Corporation's  common  stock.
       -------------

F.     CORPORATE  TRANSACTION  shall  mean  either  of  the  following
       ----------------------
shareholder-approved  transactions  to  which  the  Corporation  is  a  party:

          (i) a merger or consolidation in which securities possessing more than
          fifty  percent  (50%)  of  the  total  combined  voting  power  of the
          Corporation's  outstanding  securities  are transferred to a person or
          persons  different  from  the  persons  holding  those  securities
          immediately  prior  to  such  transaction,  or

          (ii)  the  sale, transfer or other disposition of all or substantially
          all  of  the  Corporation's  assets.

                                                                         Page 22
<PAGE>

G.     CORPORATION  shall  mean  BRANDS  SHOPPING  NETWORK,  Inc.,  a  Nevada
       -----------
corporation,  and  its  successors.

H.     DISCRETIONARY  OPTION  GRANT  PROGRAM shall mean the discretionary option
       -------------------------------------
grant  program  in  effect  under  the  Plan.

I.     EMPLOYEE shall mean an individual who is in the employ of the Corporation
       --------
(or  any  Parent  or  Subsidiary),  subject  to the control and direction of the
employer entity as to both the work to be performed and the manner and method of
performance.

J.   EXERCISE  DATE  shall  mean  the  date  on which the Corporation shall have
     --------------
received  written  notice  of  the  option  exercise.

K.   FAIR  MARKET  VALUE per share of Common Stock on any relevant date shall be
     -------------------
determined  in  accordance  with  the  following  provisions:

          (i)  If  the Common Stock is at the time traded on the Nasdaq National
          Market,  then  the  Fair  Market  Value  shall  be deemed equal to the
          closing  selling  price  per  share  of  Common  Stock  on the date in
          question,  as  such price is reported on the Nasdaq National Market or
          any  successor  system.  If  there is no closing selling price for the
          Common Stock on the date in question, then the Fair Market Value shall
          be the closing selling price on the last preceding date for which such
          quotation  exists.

          (ii)  If the Common Stock is at the time listed on any Stock Exchange,
          then  the  Fair  Market  Value  shall  be  deemed equal to the closing
          selling price per share of Common Stock on the date in question on the
          Stock  Exchange determined by the Plan Administrator to be the primary
          market for the Common Stock, as such price is officially quoted in the
          composite  tape  of  transactions  on  such  exchange.  If there is no
          closing  selling  price  for the Common Stock on the date in question,
          then  the  Fair Market Value shall be the closing selling price on the
          last  preceding  date  for  which  such  quotation  exists.

          (iii) For purposes of any option grants made on the Underwriting Date,
          the  Fair  Market  Value  shall be deemed to be equal to the price per
          share  at  which  the Common Stock is to be sold in the initial public
          offering  pursuant  to  the  Underwriting  Agreement.

          (iv)  For purposes of any option grants made prior to the Underwriting
          Date,  the  Fair  Market  Value  shall  be  determined  by  the  Plan
          Administrator,  after  taking  into  account  such factors as it deems
          appropriate.

L.     INCENTIVE OPTION shall mean an option which satisfies the requirements of
       ----------------
Code  Section  422.

M.     INVOLUNTARY  TERMINATION shall mean the termination of the Service of any
       ------------------------
individual  which  occurs  by  reason  of:

          (i)  such  individual's  involuntary  dismissal  or  discharge  by the
          Corporation  for  reasons  other  than  Misconduct,  or


                                                                         Page 23
<PAGE>

          (ii) such individual's voluntary resignation following (A) a change in
          his  or her position with the Corporation which materially reduces his
          or her level of responsibility, (B) a reduction in his or her level of
          compensation (including base salary, fringe benefits and participation
          in  any  corporate-performance  based  bonus or incentive programs) by
          more  than  fifteen  percent  (15%)  or  (C)  a  relocation  of  such
          individual's  place  of  employment  by  more  than  fifty (50) miles,
          provided  and only if such change, reduction or relocation is effected
          by  the  Corporation  without  the  individual's  consent.

N.     MISCONDUCT  shall mean the commission of any act of fraud or embezzlement
       ----------
by  the  Optionee  or  Participant,  any  unauthorized use or disclosure by such
person  of  confidential information or trade secrets of the Corporation (or any
Parent  or  Subsidiary)  which has a material adverse effect on the Corporation.
The  foregoing definition shall not be deemed to be inclusive of all the acts or
omissions  which  the  Corporation (or any Parent or Subsidiary) may consider as
grounds  for  the  dismissal  or discharge of any Optionee, Participant or other
person  in  the  Service  of  the  Corporation  (or  any  Parent or Subsidiary).

O.     1934  ACT  shall  mean  the  Securities Exchange Act of 1934, as amended.
       ---------

P.     NON-STATUTORY  OPTION  shall  mean  an option not intended to satisfy the
       ---------------------
requirements  of  Code  Section  422.

Q.     OPTIONEE  shall  mean  any  person to whom an option is granted under the
       --------
Discretionary  Option  Grant  Program.

R.     PARENT  shall  mean  any  corporation  (other than the Corporation) in an
       ------
unbroken  chain  of  corporations  ending  with  the  Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of  the determination, stock possessing fifty percent (50%) or more of the total
combined  voting  power of all classes of stock in one of the other corporations
in  such  chain.

S.     PARTICIPANT  shall  mean  any person who is issued shares of Common Stock
       -----------
under  the  Stock  Issuance  Program.

T.     PERMANENT  DISABILITY OR PERMANENTLY DISABLED shall mean the inability of
       ---------------------------------------------
the Optionee or the Participant to engage in any substantial gainful activity by
reason  of  any medically determinable physical or mental impairment expected to
result  in  death or to be of continuous duration of twelve (12) months or more.

U.     PLAN  shall mean the Corporation's 2003 Stock Option/Stock Issuance Plan,
       ----
as  set  forth  in  this  document.

V.     PLAN  ADMINISTRATOR shall mean the particular entity, whether the Primary
       -------------------
Committee,  the  Board  or  the  Secondary  Committee,  which  is  authorized to
administer  the  Discretionary  Option  Grant  and  Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying  out  its administrative functions under those programs with respect to
the  persons  under  its  jurisdiction.


                                                                         Page 24
<PAGE>

W.     PLAN  EFFECTIVE DATE shall mean the date on which the Plan was adopted by
       --------------------
the  Board.

X.     PRIMARY  COMMITTEE  shall  mean  the  committee  of  two  (2)  or  more
       ------------------
non-employee  Board  members  appointed  by  the  Board  to  administer  the
Discretionary  Option  Grant and Stock Issuance Programs with respect to Section
16  Insiders  following  the  Section  12  Registration  Date.

Y.     SECONDARY  COMMITTEE  shall  mean  a  committee  of two (2) or more Board
       --------------------
members  appointed  by  the  Board to administer any aspect of Plan not required
hereunder  to  be  administered  by  the  Primary Committee.  The members of the
Secondary  Committee  may be Board members who are Employees eligible to receive
discretionary  option  grants  or  direct  stock issuances under the Plan or any
other  stock  option, stock appreciation, stock bonus or other stock plan of the
Corporation  (or  any  Parent  or  Subsidiary).

Z.     SECTION  12  REGISTRATION  DATE  shall  mean the date on which the Common
       -------------------------------
Stock  is  first  registered  under Section 12(g) or Section 15 of the 1934 Act.

AA.     SECTION  16 INSIDER shall mean an officer or director of the Corporation
        -------------------
subject  to  the  short-swing  profit liabilities of Section 16 of the 1934 Act.

BB.     SERVICE  shall  mean the performance of services for the Corporation (or
        -------
any  Parent  or  Subsidiary)  by  a  person  in  the  capacity of an Employee, a
non-employee  member  of  the  board of directors or a consultant or independent
advisor,  except  to the extent otherwise specifically provided in the documents
evidencing  the  option  grant  or  stock  issuance.

CC.     STOCK  EXCHANGE shall mean either the American Stock Exchange or the New
        ---------------
York  Stock  Exchange.

DD.     STOCK  ISSUANCE  AGREEMENT  shall mean the agreement entered into by the
        --------------------------
Corporation  and  the  Participant  at  the time of issuance of shares of Common
Stock  under  the  Stock  Issuance  Program.

EE.     STOCK  ISSUANCE  PROGRAM shall mean the stock issuance program in effect
        ------------------------
under  the  Plan.

FF.     SUBSIDIARY shall mean any corporation (other than the Corporation) in an
        ----------
unbroken  chain  of  corporations  beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time  of  the determination, stock possessing fifty percent (50%) or more of the
total  combined  voting  power  of  all  classes  of  stock  in one of the other
corporations  in  such  chain.

GG.     TAXES  shall mean the Federal, state and local income and employment tax
        -----
liabilities  incurred  by the holder of Non-Statutory Options or unvested shares
of  Common Stock in connection with the exercise of those options or the vesting
of  those  shares.

                                                                         Page 25
<PAGE>


HH.     10%  SHAREHOLDER shall mean the owner of stock (as determined under Code
        ----------------
Section  424(d))  possessing  more  than ten percent (10%) of the total combined
voting  power  of  all  classes  of  stock  of the Corporation (or any Parent or
Subsidiary).

II.     UNDERWRITING  AGREEMENT shall mean the agreement between the Corporation
        -----------------------
and  the underwriter or underwriters managing the initial public offering of the
Common  Stock.

JJ.     UNDERWRITING  DATE  shall  mean  the  date  on  which  the  Underwriting
        ------------------
Agreement  is  executed and priced in connection with an initial public offering
of  the  Common  Stock.




                                                                         Page 26
<PAGE>