INTERNATIONAL COMMERCIAL TELEVISION INC.

                             2001 STOCK OPTION PLAN


     1.     PURPOSE.  The  purpose  of  this  Plan  is  to  provide  additional
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incentives  to  key  employees,  officers,  directors  and  consultants  of
windowshoppc.com  Inc., and any of its Subsidiaries, there-by helping to attract
and  retain  the  best  available personnel for positions of responsibility with
those  corporations  and  otherwise  promoting  the  success  of  the  business
activities  of  such corporations. It is intended that Options issued under this
Plan  constitute  nonqualified  stock  options.

     2.     DEFINITIONS.  As  used  herein,  the  following  definitions  apply:
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          (a)     "1934  Act"  means  the  Securities  Exchange  Act of 1934, as
     amended.

          (b)     "Board"  means  the  Board  of  Directors  of  the  Employer.

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

          (d)     "Common  Stock"  means  the  Employer's  common  stock.

          (e)     "Committee"  means the Board or the Committee appointed by the
     Board  in  accordance  with  Section  4(a).

          (f)     "Continuous  Status  as  an Employee" means the absence of any
interruption  or  termination  of  service  as  an  Employee;  Continuous Status
     as  an  Employee  will  not  be  considered interrupted in the case of sick
     leave,  military  leave,  or  any  other  approved  leave  of  absence.

          (g)     "Consultant"  means  any  person  who  is  not  an employee or
     officer  of  Employer  who  serves  as  a consultant of the Employer or any
     Subsidiary  of  the Employer that is hereafter organized or acquired by the
     Employer

          (h)     "Employee"  means  any  person  employed  by  or serving as an
     employee,  officer  or  director  of  the Employer or any Subsidiary of the
     Employer  that  is  hereafter  organized  or  acquired  by  the  Employer.

          (i)     "Employer"  means  International Commercial Television Inc., a
     Nevada  corporation.

          (j)     "Nonemployee Director" has the meaning set forth in Rule 16b-3
     under  the  1934  Act.

          (k)     "Option"  means  a  stock  option  granted  under  the  Plan.


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          (l)     "Optioned  Stock" means the Common Stock subject to an Option.

          (m)     "Optionee"  means  any  person  who  receives  an  Option.

          (n)     "Plan"  means  this  2001  Stock  Option  Plan.

          (o)     "Subsidiary"  means any bank or other corporation of which not
     less than fifty percent (50%) of the voting shares are held by the Employer
     or a Subsidiary, whether or not such corporation now exists or is hereafter
     organized  or  acquired  by  the  Employer  or  a  Subsidiary.

     3.     STOCK  SUBJECT  TO  OPTIONS.
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          (a)     Number of Shares Reserved.  The maximum number of shares which
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     may  be optioned and sold under the Plan is 3 million (3,000,000) shares of
     Common  Stock of the Employer, subject to adjustment as provided in Section
     6(j).  During the term of this Plan, the Employer will at all times reserve
     and  keep  available  a  sufficient number of shares of its Common Stock to
     satisfy  the  requirements  of  the  Plan.

          (b)     Expired Options.  If any outstanding Option expires or becomes
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     unexercisable  for  any  reason  without having been exercised in full, the
     shares  of Common Stock allocable to the unexercised portion of such Option
     will  again  become  available  for  other  Option  grants.

     4.     ADMINISTRATION  OF  THE  PLAN.
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          (a)     The  Committee.  The  Plan  is  administered  by  the  Board
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     directly,  acting as a Committee of the whole, or if the Board elects, by a
     separate  Committee  appointed by the Board for that purpose and consisting
     of  at  least two Board members, all of whom must be Nonemployee Directors.
     All  references  in  the  Plan  to  the  "Committee"  are  to such separate
     Committee,  if any is established, or if none is then in existence, then to
     the  Board  as a whole. Once appointed, any such Committee must continue to
     serve  until  otherwise  directed by the Board. From time to time the Board
     may  increase  the  size  of  the  Committee and appoint additional members
     thereto,  remove  members  (with  or without cause), appoint new members in
     substitution  therefor,  and fill vacancies (however caused). At all times,
     the  Board  has  the  power  to  remove  all  members  of the Committee and
     thereafter  to  directly  administer  the Plan as a Committee of the whole.

          (b)     Meetings;  Reports.  The  Committee  shall  select  one of its
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     members  as  chair-man,  and  hold meetings at such times and places as the
     chairman  or a majority of the Committee may determine. All actions of the
     Committee  must be either by (i) a majority vote of the members of the full
     Committee  at  a  meeting  of  the  Committee, or (ii) by unanimous written
     consent  of  all  members of the full Committee without a meeting. At least
     annually,  the  Committee  must  present  a  written  report  to  the Board
     indicating  the persons to whom Options have been granted since the date of
     the  last  such  report,  and  in  each  case  the date or dates of Options
     granted,  the  number  of  shares optioned, and the Option price per share.


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          (c)     Powers  of  the  Committee.  Subject  to  all  provisions  and
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     limitations of the Plan, the Committee has the authority and discretion to:

               (1)     Determine  the persons to whom Options are to be granted,
          the times of grant, and the number of shares to be represented by each
          Option;

               (2)     Interpret  the  Plan;

               (3)     Authorize  any  person  or persons to execute and deliver
          Option agreements or to take any other actions deemed by the Committee
          to  be  necessary or appropriate to effectuate the grant of Options by
          the  Committee;  and

               (4)     Make  all other determinations and take all other actions
          which  the  Committee deems necessary or appropriate to administer the
          Plan  in  accordance  with  its  terms  and  conditions.

          (d)     Final  Authority;  Limitation  of  Liability.  The Committee's
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     decisions, determinations and interpretations are final and binding on all
     persons,  including  all  Optionees  and  any  other  holders  or  persons
     interested  in any Options, unless otherwise expressly determined by a vote
     of  the  majority of the entire Board. No member of the Committee or of the
     Board may be held liable for any action or determination made in good faith
     with  respect  to  the  Plan  or  any  Option.

          (e)     Approval  of  Grants  to  Committee  Composed  of Non-Employee
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     Directors.  Any  grant  of  Options  to a member of a Committee composed of
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     Non-Employee Directors shall be approved of by the full Board of Directors.
     The  full  Board  of Directors shall then be construed as the Committee for
     purposes  of  administering  the  Plan  with  respect  to  such  Options.

     5.     ELIGIBILITY;  LIMITATION  OF  RIGHTS. The grant of Options under the
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Plan  is entirely discretionary with the Committee, and the adoption of the Plan
does  not  confer  upon  any  person  any right to receive any Option or Options
unless  and until granted by the Committee, in its sole discretion.  Neither the
adoption of the Plan nor the grant of any Options to any person or Optionee will
confer  any  right  to continued employment, nor shall the same interfere in any
way  with  that  person's  right  or that of the Employer (or any Subsidiary) to
terminate  the  person's  employment  at  any  time.

     6.     OPTION  TERMS; CONDITIONS.  All Option grants under the Plan must be
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(i)  approved in advance by the Committee; and (ii) documented in written Option
agreements in such form as the Committee approves from time to time.  All Option
agreements  must  comply  with,  and  are  subject  to  the  following terms and
conditions:

          (a)     Number  of  Shares.  Each  Option  agreement  must  state the
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     number of shares subject to Option. Any number of Options may be granted to
     a  single  eligible  person  at  any  time  and  from  time  to  time.


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          (b)     Option Price.  The Option price for the shares of Common Stock
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     to  be  is-sued under the Option will be determined by the Committee at the
     time  of  grant.

          (c)     Consideration;  Manner  of  Exercise.  The  Option  price  is
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     payable  either (i) in U.S. dollars upon exercise of the Option, or (ii) if
     approved  by  the  Board,  in  other  consideration  including,  without
     limitation,  Common Stock of the Employer, services, or other prop-erty. An
     Option  is  deemed to be exercised when written notice of exercise has been
     given  to  the  Employer  in accordance with the terms of the Option by the
     person entitled to exercise the Option, together with full payment for the
     shares  of  Common  Stock  subject  to  said  notice.

          (d)     Term  of Option.  Under no circumstances may an Option granted
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     under  the  Plan be exercisable after the expiration of ten (10) years from
     the date such Option is granted. The term of each Option must be determined
     by  the  Committee  in  its  discretion.

          (e)     Date  of  Grant; Holding Period.  The grant date of an Option,
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     for  all  purposes,  is  the  date  the  Committee makes the determination
     granting the Option, as set forth in the Option agreement. Shares of Common
     Stock  obtained  upon  the  exercise  of  any Option may not be sold by any
     Optionee that is subject to Section 16 of the 1934 Act until six (6) months
     have  elapsed  since  the  date  of  the  Option  grant.

          (f)     Death  of  Optionee.  In the event of the death of an Optionee
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     who  at  the  time  of his or her death was an Employee and who had been in
     Continuous Status as an Employee since the date of grant of the Option, the
     Option  terminates  on  the earlier of (i) six (6) months after the date of
     death  of  the  Optionee, or (ii) the expiration date otherwise provided in
     the  Option  agreement.  Under  these  circumstances,  the  Option  will be
     exercisable at any time prior to such termination by the Optionee's estate,
     or  by  such  person or persons who have acquired the right to exercise the
     Option  by  bequest  or  by  in-heritance  or by reason of the death of the
     Optionee.

          (g)     Disability  of  Optionee.  If  an  Optionee's  status  as  an
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     Employee  is terminated at any time during the Option period by reason of a
     disability  (within the meaning of Section 22(e)(3) of the Code) and if the
     Optionee  had been in Continuous Status as an Employee at all times between
     the  date  of  grant  of the Option and the termination of his status as an
     Employee,  the  Option  terminates on the earlier of (i) one (1) year after
     the  date  of  termination  of  his  status  as  an  Employee,  or (ii) the
     expiration  date  otherwise  pro-vided  in  the  Option  agreement.

          (h)     Termination of Status as an Employee.  If an Optionee's status
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     as  an  Employee  is terminated at any time after the grant of an Option by
     the  Optionee for any reason other than death or disability, as provided in
     Sections  6(f)  and  6(g),  and  not by the Company, as provided below, the
     Option  terminates  on  the  earlier  of  (i)  thirty  (30)  days following
     termination of status as an Employee, or (ii) the expiration date otherwise
     provided in the Option agreement. If an Optionee's status as an Employee is
     terminated by the Company for any reason other than death or disability, as


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     provided  in  Sections  6(f)  and  6(g),  at any time after the grant of an
     Option,  then the Option terminates on the date of termination of status as
     an  Employee.

          (i)     Nontransferability  of  Options.  Except  as  permitted by the
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     Committee, no Option granted under the Plan may be sold, pledged, assigned,
     hypothecated,  transferred, or disposed of in any manner other than by will
     or  by the laws of descent or distribution and may be exercised, during the
     lifetime  of  the  Optionee,  only  by  the  Optionee.

          (j)     Adjustments  Upon  Changes  in Capitalization.  Subject to any
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     required  action  by the shareholders of the Employer, the number of shares
     of Common Stock covered by each outstanding Option, the number of shares of
     Common  Stock  available for grant of additional Options, and the price per
     share  of  Common  Stock  specified  in  each  outstanding  Option, must be
     proportionately  adjusted  for  any  increase  or decrease in the number of
     is-sued  shares  of  Common  Stock  resulting from any stock split or other
     subdivision  or  consolidation of shares, the payment of any stock dividend
     (but  only  on  the  Common Stock) or any other increase or decrease in the
     number  of  such  shares  of  Common  Stock  effected  without  receipt  of
     consideration  by  the  Employer; provided, however, that conversion of any
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     convertible  securities  of  the  Employer  will not be deemed to have been
     "effected  with-out  receipt  of  consideration."

          Any  adjustments  as  a  result  of  a  change  in  the  Employer's
     capitalization  will  be made by the Committee, whose determination in that
     respect  is  final,  binding  and conclusive. Except as otherwise expressly
     provided  in this Section 6(j), no Optionee shall have any rights by reason
     of  any  stock  split  or  the  payment  of any stock dividend or any other
     increase  or  decrease  in  the number of shares of Common Stock. Except as
     otherwise  expressly  provided  in  this  Section  6(j),  any  issue by the
     Employer  of  shares  of stock of any class, or securities convertible into
     shares  of  stock  of  any  class, shall not affect the number of shares or
     price of Common Stock subject to any Options, and no adjustments in Options
     shall be made by reason thereof. The grant of an Option under the Plan does
     not  in  any  way  affect  the  right  or  power  of  the  Employer to make
     adjustments,  reclassifications,  reorganizations or changes of its capital
     or  business  structure.

          (k)     Conditions  Upon  Issuance  of Shares.  Shares of Common Stock
                  -------------------------------------
     may  not  be issued with respect to an Option granted under the Plan unless
     the  exercise  of  the  Option and the issuance and delivery of such shares
     pursuant thereto complies with all applicable provisions of law, including,
     applicable  federal  and  state  securities  laws.

          As  a condition to the exercise of an Option, the Employer may require
     the  person  exercising such Option to represent and warrant at the time of
     exercise  that  the  shares  of  Common  Stock are being purchased only for
     investment  and  without  any  present intention to sell or distribute such
     Common  Stock  if,  in  the  opinion  of  counsel  for the Employer, such a
     representation  is  required  by  any  relevant  provisions  of  law.

          (l)     Change  of Control, Merger, Sale of Assets, Etc.  In the event
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     of  the  sale  or  other transfer of the outstanding shares of stock of the
     Employer in one transaction or a series of related transactions or a merger
     or reorganization of the Employer with or into any other corporation, where


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     immediately  following the transaction, those persons who were shareholders
     of the Employer immediately before the transaction control less than 50% of
     the  voting  power  of  the  surviving  organization  (a "change of control
     event")  or  in  the  event  of a proposed sale of substantially all of the
     assets  of  the  Employer,  or  in  the  event of a proposed dissolution or
     liquidation  of  the  Employer  (collectively,  "sale  transaction")  all
     outstanding  Options that are not then fully exercisable become exercisable
     immediately  before  the  date of closing of any change of control event or
     sale  transaction  or  such  earlier  date  as  the  Committee  may  fix.

          (m)     Substitute  Stock Options.  In connection with the acquisition
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     or  proposed  acquisition  by  the  Employer  or any Subsidiary, whether by
     merger,  acquisition  of  stock  or  assets,  or  other  reorganization
     transaction,  of  a  business  any  employees  of  which  have been granted
     options,  the Committee is authorized to issue, in substitution of any such
     unexercised  stock options, a new Option under this Plan which confers upon
     the  Optionee  substantially  the  same  benefits  as  the  old  option.

          (n)     Tax  Compliance.  The  Employer,  in  its sole discretion, may
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     take  any  actions  that  it reasonably believes to be required in order to
     comply with any local, state, or federal tax laws relating to the reporting
     or withholding of taxes attributable to the grant or exercise of any Option
     or the disposition of any shares of Common Stock issued upon exercise of an
     Option,  including,  but  not limited to: (i) withholding from any Optionee
     exercising  an  Option  a  number  of  shares of Common Stock having a fair
     market  value equal to the amount required to be withheld by Employer under
     applicable  tax laws, and (ii) withholding from any form of compensation or
     other  amount  due  an  Optionee or holder of shares of Common Stock issued
     upon  exercise  of an Option any amount required to be withheld by Employer
     under  applicable tax laws. Withholding or reporting is considered required
     for  purposes  of this Section 6(n) if any tax deduction or other favorable
     tax  treatment  available to Employer is conditioned upon such reporting or
     withholding.

          (o)     Other  Provisions.  Option  agreements executed under the Plan
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     may  contain  such  other  provisions  as  the  Committee  deems advisable,
     provided  that  they  are not in-consistent with any of the other terms and
     conditions  of  the  Plan  or  applicable  laws.

     7.     TERM  OF THE PLAN.  The Plan is effective on the date of adoption of
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the  Plan  by the Board.  Unless sooner terminated as provided in Section 8, the
Plan  will  terminate  on  the  tenth  (10th) anniversary of its effective date.
Options  may  be  granted  at any time after the effective date and prior to the
date  of  termination  of  the  Plan.

     8.     AMENDMENT;  EARLY TERMINATION.  The Board may terminate or amend the
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Plan  at  any  time  and  in  such  respects  as it deems advisable, although no
amendment  or  termination  would  affect  any previously-granted Options, which
would  remain  in  full  force  and  effect  notwithstanding  any  amendment  or
termination  of  the  Plan.  Shareholder  approval of any amendments to the Plan
must  be  obtained  whenever  required  by  applicable  law(s)  or  stock market
regulations.


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     9.     SHAREHOLDER  APPROVAL.  Approval  of  the  Plan  is  subject  to
            ---------------------
affirmative  vote  of  the  holders  of  a majority of the outstanding shares of
Common  Stock  of the Employer at a duly convened meeting of the shareholders of
the  Employer,  which  approval  must  occur within twelve (12) months before or
after  the  date  of  adoption  of  the  Plan  by  the  Board.


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                                  *   *   *   *

                             CERTIFICATE OF ADOPTION

     I  certify that the foregoing plan was adopted by the Board on February 26,
2001.

                                              /s/  Tom  Woolsey
                                        --------------------------------
                                        Tom  Woolsey
                                        Secretary
                                        International Commercial Television Inc.


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