FIRST AMENDMENT TO
                           AMENDED AND RESTATED BYLAWS
                                       OF
                    INTERNATIONAL COMMERCIAL TELEVISION INC.


     THIS  FIRST AMENDMENT  (the "Amendment") to the Amended and Restated Bylaws
(the "Bylaws") of International Commercial Television Inc., a Nevada corporation
(the  "Corporation"), hereby amends the Corporation's Bylaws, and is in addition
to,  and  does  not  replace, the Bylaws of the Corporation, except as otherwise
provided  herein.

     1.   AMENDMENTS  TO  BYLAWS.
          ----------------------

          a.     The  first  sentence  of  Section  3.2  is  amended  to read as
                 follows:

          "The  Board  of  Directors  shall be composed of not less than one nor
          more  than  seven  Directors."

     2.   EFFECT OF AMENDMENT.  This  Amendment  shall modify, but not supersede
          -------------------
the Bylaws of the Corporation.  Except as specifically stated in this Amendment,
each and every term, covenant and condition of the Bylaws shall remain in effect
as  if  this  Amendment  did  not  exist,  and  shall  govern the modified terms
contained  in  this  Amendment.

     Adopted  by  resolution of the Corporation's Board of Directors on the 18th
day  of  September,  2001.



                                             /s/  Thomas  Woolsey
                                          ---------------------------------
                                          Thomas  Woolsey,  Secretary