NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
                   INCORPORATED UNDER THE LAWS OF THE STATE OF
                                     NEVADA

NUMBER                INTERNATIONAL COMMERCIAL TELEVISION INC.            SHARES


                                                           Cusip No. 459273 10 4

          AUTHORIZED COMMON STOCK: 100,000,000 SHARES PAR VALUE: $.001


This  Certifies  that



Is  The  Record  Holder  Of



          Shares  of  INTERNATIONAL  COMMERCIAL  TELEVISION,  INC.  Common Stock
Transferable  on  the  books  of the Corporation in person or by duly authorized
attorney  upon surrender of this Certificate Properly endorsed. This Certificate
is  not  valid  until  countersigned by the Transfer Agent and registered by the
Registrar.

          Witness  the  facsimile  seal  of  the  Corporation  and the facsimile
signatures  of  its  duly  authorized  officers.


Dated:


                                     [SEAL]


-----------------------------                      -----------------------------
                     DIRECTOR                            CHIEF EXECUTIVE OFFICER




          For  Value  Received,  ___________________________ hereby sell, assign
and  transfer  unto

PLEASE  INSERT  SOCIAL  SECURITY  OR  OTHER
IDENTIFYING  NUMBER  OF  ASSIGNMEE
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________________________________________________________________________________
   (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE

________________________________________________________________________________

_________________________________________________________________________ Shares
of  the  Capital  Stock  represented  by  the  within Certificate, and do hereby
irrevocably  constitute  and  appoint

_______________________________________________________________________ Attorney
to  transfer  the  said  stock on the books of the within named Corporation with
full  power  of  substitution  in  the  premises.


Dated ______________


               _________________________________________________________________
               NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE
               NAME  AS  WRITTEN  ON  THE  FACE  OF  THE  CERTIFICATE,  IN EVERY
               PARTICULAR  WITHOUT  ALTERATION  OR  ENLARGEMENTS  OR  ANY CHANGE
               WHATEVER

SIGNATURE  GUARANTEED:

Signature(s)  must  be  guaranteed  by  a firm which is a member of a registered
national  stock  exchange,  or  by a bank (other than a savings bank) or a trust
company.  The  guaranteeing  firm  must  be  a member of the Medallion Guarantee
Program.


     TRANSFER  FEE  WILL  APPLY