U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                       WORLD SHOPPING NETWORK, INC.
        (Exact name of Registrant as specified in its charter)

           Delaware                                     11-2872782
       (State of Incorporation)            (I.R.S. Employer ID No.)

    1530 Brookhollow Drive, Suite C, Santa Ana, California   92705
       (Address of Principal Executive Offices)             (Zip Code)

                           Amended and Restated
      Retainer Stock Plan for Non-Employee Directors and Consultants
                          (Full title of the Plan)

             Brian F. Faulkner, A Professional Law Corporation,
       3900 Birch Street, Suite 113, Newport Beach, California 92660
                 (Name and address of agent for service)

                              (949) 975-0544
        (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            1,180,000       $0.001      $1,180     $0.29

(1)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants, attached as Exhibit 4.1 to this  Form S-8.

                               Part I
             Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and
(ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these
documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                Part II
            Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for
the fiscal year ended June 30, 2000.

(b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

(c)  A description of the securities of the Registrant is
contained in a Form S-8 filed on July 11, 2000.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the Registrant.

Counsel for the Registrant as giving an opinion on the
validity of the securities being registered currently owns a total
of 400,000 shares of common stock of the Registrant, which was
received through the Retainer Plan for Non-Employee Directors and
Consultants in exchange for legal services consisting of advice and
preparation work in connection with reports of the Registrant under
the Securities Exchange Act of 1934 and general corporate legal
work.  Such counsel will be receiving an additional 400,000 shares
of common stock of the Registrant under this Form S-8 for further
legal services to be rendered to the Registrant.

Item 6.  Indemnification of Directors and Officers.

Limitation of Liability.

Directors of the Registrant are not liable to the Registrant
corporation or its stockholders for monetary damages for a breach
of fiduciary duties unless the breach involves: (i) a director's
duty of loyalty to the corporation or its stockholders; (2) acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) liability for unlawful payments
of dividends or unlawful stock purchases or redemption by the
corporation; or (4) a transaction from which the director derived
an improper personal benefit.

Indemnification.

Although neither the articles of incorporation nor the bylaws of
the Registrant provide for indemnification of officer or directors
of the Registrant, the Delaware General Corporation Law provides or
permissive indemnification of officers and directors and the
Registrant may provide indemnification under such provisions:
Section 145. Indemnification of officers, directors, employees and
agents; insurance.

(a)  A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause
to believe that the person's conduct was unlawful.

(b)  A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

(c)  To the extent that a present or former director or officer of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

(d)  Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no
such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.

(e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section.  Such
expenses (including attorneys' fees) incurred by former directors
and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems
appropriate.

(f)  The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office.

(g)  A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under this section.

(h)  For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence
had continued.

(i)  The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached to this registration statement.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
Santa Ana, State of California, on May 24, 2001.

                                          World Shopping Network


                                          By:  /s/ John J. Anton
                                          John J. Anton,President and
                                          Chief Eecutive Officer

                          Special Power of Attorney

The undersigned constitute and appoint John J. Anton their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                            Date

/s/ John J. Anton        President/Chief Executive        May 24, 2001
John J. Anton            Officer/Director

/s/ John Moore           Vice President, Information      May 24, 2001
John Moore               Systems/Director

/s/ Martin Bloomenstein  Vice President,                  May 24, 2001
Martin Bloomenstein      Finance/Director

/s/ Gary Fox             Chief Financial Officer          May 24, 2001
Gary Fox                (principal financial and
                         accounting officer)/Director

                                 EXHIBIT INDEX

Number                          Exhibit Description

4.1     Amended and Restated Retainer Stock Plan for Non-
        Employee Directors and Consultants (see below).

4.2     Consulting Services Agreement between the Registrant
        and Gary Fox, dated May 16 2001 (see below).

4.3     Consulting Services Agreement between the Registrant
        and Gretchen Muscente, dated May 16 2001 (see below).

4.4     Consulting Services Agreement between the Registrant
        and Kevin Penrose, dated May 21, 2001 (see below).

4.5     Consulting Services Agreement between the Registrant
        and Tuoc Bui, dated May 21, 2001 (see below).

4.6     Consulting Services Agreement between the Registrant
        and Wally Tauch, dated May 23, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).

                               EX-4.1

                         AMENDED AND RESTATED
                    WORLD SHOPPING NETWORK, INC.
                      RETAINER STOCK PLAN FOR
              NON-EMPLOYEE DIRECTORS AND CONSULTANTS

1.  Introduction.

This plan shall be known as the "Amended and Restated World
Shopping Network, Inc.Retainer Stock Plan For Non-Employee
Directors and Consultants" is hereinafter referred to as the
"Plan".  The purposes of the Plan are to enable World Shopping
Network, Inc., a Delaware corporation ("Company"), to promote the
interests of the Company and its shareholders by attracting and
retaining non-employee Directors and Consultants capable of
furthering the future success of the Company and by aligning their
economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of
shares of the Company's common stock, par value one tenth of one
cent ($0.001) per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of May 15, 2001 ("Effective Date"),
provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)  Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)  Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)  Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is Ten Million (10,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company
("Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under New York law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at
any time by a vote of a majority of the members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.

World Shopping Network, Inc.


By:   /s/ John J. Anton
John J. Anton, President/Chief Executive Officer

                                  EX-4.2

                     CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated May
16, 2001, is made by and between Gary Fox, an individual
("Consultant"), whose address is 1521 Alton Road, #219, Miami
Beach, Florida 33139, and World Shopping Network, Inc., a Delaware
corporation ("Client"), having its principal place of business at
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has background experience as a certified
public accountant and in dealing with the financial affairs of
companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client all necessary services
required to perform as the chief financial officer and a director
of Client.  As such, Consultant will be providing bona fide
services to Client. The services to be provided by Consultant will
not be in connection with the offer or sale of securities in a
capital-raising transaction, and will not directly or indirectly
promote or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, four hundred thousand
(400,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of one hundred thousand shares for
each calendar quarter in advance on the first day of each quarter
and are eligible to be paid upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Gary Fox,
1521 Alton Road, #219
Miami Beach, Florida 33139

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the  State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                        World Shopping Network, Inc.


                                        By :  /s/  John J. Anton
                                        John J. Anton, President

                                        Gary Fox


                                        /s/  Gary Fox

                                     EX-4.3

                         CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated May
16, 2001, is made by and between Gretchen Muscente, an individual
("Consultant"), whose address is 30 South Fourth Street, Suite 565,
Minneapolis, Minnesota 55415, and World Shopping Network, Inc., a
Delaware corporation ("Client"), having its principal place of
business at 1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
radio and other media advertising and marketing;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
her areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
her areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing a radio  and other media advertising and marketing
plan for Client.  As such, Consultant will be providing bona fide
services to Client.  The services to be provided by Consultant will
not be in connection with the offer or sale of securities in a
capital-raising transaction, and will not directly or indirectly
promote or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as her fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant  and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Gretchen Muscente
30 South Fourth Street, Suite 565
Minneapolis, Minnesota 55415

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                        World Shopping Network, Inc.


                                        By :  /s/  John J. Anton
                                        John J. Anton, President


                                        Gretchen Muscente


                                        /s/  Gretchen Muscente

                                   EX-4.4

                      CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated May
21, 2001, is made by and between Kevin Penrose, an individual
("Consultant"), whose address is 30 South Fourth Street, Suite 565,
Minneapolis, Minnesota 55415, and World Shopping Network, Inc., a
Delaware corporation ("Client"), having its principal place of
business at 1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
internet website design and other internet applications;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing new website designs for Client and other internet
applications for use by Client.  As such, Consultant will be
providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer or
sale of securities in a capital-raising transaction, and will not
directly or indirectly promote or maintain a market for Client's
securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Kevin Penrose
30 South Fourth Street, Suite 565
Minneapolis, Minnesota 55415

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                        World Shopping Network, Inc.


                                        By :  /s/  John J. Anton
                                        John J. Anton, President


                                        Kevin Penrose


                                        /s/  Kevin Penrose

                                   EX-4.5

                     CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated May
21, 2001, is made by and between Tuoc Bui, an individual
("Consultant"), whose address is 1521 Alton Road, #219, Miami
Beach, Florida 33139, and World Shopping Network, Inc., a Delaware
corporation ("Client"), having its principal place of business at
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
internet website design and other internet applications, and
general hardware and software applications;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing new website designs for Client and other internet
applications for use by Client, and implementing appropriate
hardware and software applications for use by Client.  As such,
Consultant will be providing bona fide services to Client.  The
services to be provided by Consultant will not be in connection
with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Tuoc Bui
1521 Alton Road, #219
Miami Beach, Florida 33139

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                         World Shopping Network, Inc.


                                         By :  /s/  John J. Anton
                                         John J. Anton, President


                                         Tuoc Bui


                                         /s/  Tuoc Bui

                                     EX-4.6

                       CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated May
23, 2001, is made by and between Wally Tauch, an individual
("Consultant"), whose address is 1521 Alton Road, #219, Miami
Beach, Florida 33139, and World Shopping Network, Inc., a Delaware
corporation ("Client"), having its principal place of business at
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
internet website design and other internet applications, and
general hardware and software applications;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing new website designs for Client and other internet
applications for use by Client, and implementing appropriate
hardware and software applications for use by Client.  As such,
Consultant will be providing bona fide services to Client.  The
services to be provided by Consultant will not be in connection
with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor" relationship between
Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Wally Tauch
1521 Alton Road, #219
Miami Beach, Florida 33139

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                          World Shopping Network, Inc.


                                          By :  /s/  John J. Anton
                                          John J. Anton, President


                                          Wally Tauch


                                          /s/  Wally Tauch

                                           EX-5

                                   OPINION RE: LEGALITY

                                   Brian F. Faulkner
                            A Professional Law Corporation
                             3900 Birch Street, Suite 113
                            Newport Beach, California 92660
                                   (949) 975-0544

                                     May 23, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  World Shopping Network, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to World Shopping Network, Inc., a
Delaware corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 1,180,000 shares of its common stock ("Shares"), $0.001 par
value per Share.  The Shares are issuable pursuant to the
Company's Amended and Restated Retainer Stock Plan for Non-
Employee Directors and Consultants.

In my representation I have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Delaware, and
that the Shares, when issued and sold, will be validly issued,
fully paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the
time of each issuance and sale of the Shares, the Company will be
a corporation validly existing and in good standing under the
laws of the State of Delaware.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity
and completeness of all documents submitted to me as originals,
the conformity to the originals of all documents submitted to me
as copies and the authenticity and completeness of the originals
of all documents submitted to me as copies.  I have also assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given
and to be accurate.

(c)  My opinion is based solely on and limited to
the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.  I express no opinion
as to the laws of any other jurisdiction.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                                    EX-23.1

                              CONSENT OF ACCOUNTANT


                     Keyhan Hewitt Accountancy Corporation
                       4482 Barranca Parkway, Suite 240
                          Irvine, California 92604
                              (949) 654-1400

                                May 23, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  World Shopping Network, Inc. - Form S-8

Dear Sir/Madame:

As certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated September 20, 2000 in World
Shopping Network, Inc.'s Form 10-KSB for the fiscal year ended
June 30, 2000, and to all references to our Firm included in this
Registration Statement.

Sincerely,

Keyhan Hewitt Accountancy Corporation


/s/  Ardavan Keyhan
Ardavan Keyhan, CPA
Director

                                     EX-23.2

                               CONSENT OF COUNSEL

                               Brian F. Faulkner
                        A Professional Law Corporation
                         3900 Birch Street, Suite 113
                        Newport Beach, California 92660

                                 May 23, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  World Shopping Network, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to World Shopping Network, Inc., a
Delaware corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 1,180,000 shares of its common stock ("Shares"), $0.001 par
value per Share.  The Shares are issuable pursuant to the
Company's Amended and Restated Retainer Stock Plan for Non-
Employee Directors and Consultants.  I hereby consent to all
references to my firm included in this Registration Statement,
including the opinion of legality.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.
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{"company-data": {"conformed-name": "WORLD SHOPPING NETWORK INC/NV", "cik": "0000821537", "assigned-sic": "5331", "irs-number": "112872782", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61656", "film-number": "1648200"}, "business-address": {"street1": "1530 BROOKHOLLOW DR.", "street2": "SUITE C", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "7144270760"}, "mail-address": {"street1": "1530 BROOK HOLLOW DRIVE SUITE C", "city": "SANTA ANA", "state": "CA", "zip": "92705"}, "former-company": {"former-conformed-name": "USA GROWTH INC", "date-changed": "19940426"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       WORLD SHOPPING NETWORK, INC.
        (Exact name of Registrant as specified in its charter)

           Delaware                                     11-2872782
       (State of Incorporation)            (I.R.S. Employer ID No.)

    1530 Brookhollow Drive, Suite C, Santa Ana, California   92705
       (Address of Principal Executive Offices)             (Zip Code)

                           Amended and Restated
      Retainer Stock Plan for Non-Employee Directors and Consultants
                          (Full title of the Plan)

             Brian F. Faulkner, A Professional Law Corporation,
       3900 Birch Street, Suite 113, Newport Beach, California 92660
                 (Name and address of agent for service)

                              (949) 975-0544
        (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            1,180,000       $0.001      $1,180     $0.29

(1)  This offering price per share is established under Rule
457(h)(1) pursuant to the deemed issuance price as set forth  in
the Amended and Restated Retainer Stock Plan for Non-Employee
Directors and Consultants, attached as Exhibit 4.1 to this  Form S-8.

                               Part I
             Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information.

See Item 2 below.

Item 2.   Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and
(ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these
documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                Part II
            Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for
the fiscal year ended June 30, 2000.

(b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above.

(c)  A description of the securities of the Registrant is
contained in a Form S-8 filed on July 11, 2000.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the Registrant.

Counsel for the Registrant as giving an opinion on the
validity of the securities being registered currently owns a total
of 400,000 shares of common stock of the Registrant, which was
received through the Retainer Plan for Non-Employee Directors and
Consultants in exchange for legal services consisting of advice and
preparation work in connection with reports of the Registrant under
the Securities Exchange Act of 1934 and general corporate legal
work.  Such counsel will be receiving an additional 400,000 shares
of common stock of the Registrant under this Form S-8 for further
legal services to be rendered to the Registrant.

Item 6.  Indemnification of Directors and Officers.

Limitation of Liability.

Directors of the Registrant are not liable to the Registrant
corporation or its stockholders for monetary damages for a breach
of fiduciary duties unless the breach involves: (i) a director's
duty of loyalty to the corporation or its stockholders; (2) acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) liability for unlawful payments
of dividends or unlawful stock purchases or redemption by the
corporation; or (4) a transaction from which the director derived
an improper personal benefit.

Indemnification.

Although neither the articles of incorporation nor the bylaws of
the Registrant provide for indemnification of officer or directors
of the Registrant, the Delaware General Corporation Law provides or
permissive indemnification of officers and directors and the
Registrant may provide indemnification under such provisions:
Section 145. Indemnification of officers, directors, employees and
agents; insurance.

(a)  A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause
to believe that the person's conduct was unlawful.

(b)  A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

(c)  To the extent that a present or former director or officer of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

(d)  Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no
such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.

(e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section.  Such
expenses (including attorneys' fees) incurred by former directors
and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems
appropriate.

(f)  The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such office.

(g)  A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under this section.

(h)  For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence
had continued.

(i)  The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached to this registration statement.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

(a)  (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
Santa Ana, State of California, on May 24, 2001.

                                          World Shopping Network

                                          By:  /s/ John J. Anton
                                          John J. Anton,President and
                                          Chief Eecutive Officer

                          Special Power of Attorney

The undersigned constitute and appoint John J. Anton their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                            Date

/s/ John J. Anton        President/Chief Executive        May 24, 2001
John J. Anton            Officer/Director

/s/ John Moore           Vice President, Information      May 24, 2001
John Moore               Systems/Director

/s/ Martin Bloomenstein  Vice President,                  May 24, 2001
Martin Bloomenstein      Finance/Director

/s/ Gary Fox             Chief Financial Officer          May 24, 2001
Gary Fox                (principal financial and
                         accounting officer)/Director

                                 EXHIBIT INDEX

Number                          Exhibit Description

4.1     Amended and Restated Retainer Stock Plan for Non-
        Employee Directors and Consultants (see below).

4.2     Consulting Services Agreement between the Registrant
        and Gary Fox, dated May 16 2001 (see below).

4.3     Consulting Services Agreement between the Registrant
        and Gretchen Muscente, dated May 16 2001 (see below).

4.4     Consulting Services Agreement between the Registrant
        and Kevin Penrose, dated May 21, 2001 (see below).

4.5     Consulting Services Agreement between the Registrant
        and Tuoc Bui, dated May 21, 2001 (see below).

4.6     Consulting Services Agreement between the Registrant
        and Wally Tauch, dated May 23, 2001 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.2    Consent of Counsel (see below).

                               EX-4.1

                         AMENDED AND RESTATED
                    WORLD SHOPPING NETWORK, INC.
                      RETAINER STOCK PLAN FOR
              NON-EMPLOYEE DIRECTORS AND CONSULTANTS

1.  Introduction.

This plan shall be known as the "Amended and Restated World
Shopping Network, Inc.Retainer Stock Plan For Non-Employee
Directors and Consultants" is hereinafter referred to as the
"Plan".  The purposes of the Plan are to enable World Shopping
Network, Inc., a Delaware corporation ("Company"), to promote the
interests of the Company and its shareholders by attracting and
retaining non-employee Directors and Consultants capable of
furthering the future success of the Company and by aligning their
economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of
shares of the Company's common stock, par value one tenth of one
cent ($0.001) per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of May 15, 2001 ("Effective Date"),
provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)  Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)  Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)  Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is Ten Million (10,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company
("Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under New York law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at
any time by a vote of a majority of the members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.

World Shopping Network, Inc.

By:   /s/ John J. Anton
John J. Anton, President/Chief Executive Officer

                                  EX-4.2

                     CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated May
16, 2001, is made by and between Gary Fox, an individual
("Consultant"), whose address is 1521 Alton Road, #219, Miami
Beach, Florida 33139, and World Shopping Network, Inc., a Delaware
corporation ("Client"), having its principal place of business at
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has background experience as a certified
public accountant and in dealing with the financial affairs of
companies;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client all necessary services
required to perform as the chief financial officer and a director
of Client.  As such, Consultant will be providing bona fide
services to Client. The services to be provided by Consultant will
not be in connection with the offer or sale of securities in a
capital-raising transaction, and will not directly or indirectly
promote or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, four hundred thousand
(400,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of one hundred thousand shares for
each calendar quarter in advance on the first day of each quarter
and are eligible to be paid upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Gary Fox,
1521 Alton Road, #219
Miami Beach, Florida 33139

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the  State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                        World Shopping Network, Inc.

                                        By :  /s/  John J. Anton
                                        John J. Anton, President

                                        Gary Fox

                                        /s/  Gary Fox

                                     EX-4.3

                         CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated May
16, 2001, is made by and between Gretchen Muscente, an individual
("Consultant"), whose address is 30 South Fourth Street, Suite 565,
Minneapolis, Minnesota 55415, and World Shopping Network, Inc., a
Delaware corporation ("Client"), having its principal place of
business at 1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
radio and other media advertising and marketing;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
her areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
her areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing a radio  and other media advertising and marketing
plan for Client.  As such, Consultant will be providing bona fide
services to Client.  The services to be provided by Consultant will
not be in connection with the offer or sale of securities in a
capital-raising transaction, and will not directly or indirectly
promote or maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as her fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant  and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Gretchen Muscente
30 South Fourth Street, Suite 565
Minneapolis, Minnesota 55415

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                        World Shopping Network, Inc.

                                        By :  /s/  John J. Anton
                                        John J. Anton, President

                                        Gretchen Muscente

                                        /s/  Gretchen Muscente

                                   EX-4.4

                      CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated May
21, 2001, is made by and between Kevin Penrose, an individual
("Consultant"), whose address is 30 South Fourth Street, Suite 565,
Minneapolis, Minnesota 55415, and World Shopping Network, Inc., a
Delaware corporation ("Client"), having its principal place of
business at 1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
internet website design and other internet applications;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing new website designs for Client and other internet
applications for use by Client.  As such, Consultant will be
providing bona fide services to Client.  The services to be
provided by Consultant will not be in connection with the offer or
sale of securities in a capital-raising transaction, and will not
directly or indirectly promote or maintain a market for Client's
securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Kevin Penrose
30 South Fourth Street, Suite 565
Minneapolis, Minnesota 55415

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                        World Shopping Network, Inc.

                                        By :  /s/  John J. Anton
                                        John J. Anton, President

                                        Kevin Penrose

                                        /s/  Kevin Penrose

                                   EX-4.5

                     CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated May
21, 2001, is made by and between Tuoc Bui, an individual
("Consultant"), whose address is 1521 Alton Road, #219, Miami
Beach, Florida 33139, and World Shopping Network, Inc., a Delaware
corporation ("Client"), having its principal place of business at
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
internet website design and other internet applications, and
general hardware and software applications;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing new website designs for Client and other internet
applications for use by Client, and implementing appropriate
hardware and software applications for use by Client.  As such,
Consultant will be providing bona fide services to Client.  The
services to be provided by Consultant will not be in connection
with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Tuoc Bui
1521 Alton Road, #219
Miami Beach, Florida 33139

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                         World Shopping Network, Inc.

                                         By :  /s/  John J. Anton
                                         John J. Anton, President

                                         Tuoc Bui

                                         /s/  Tuoc Bui

                                     EX-4.6

                       CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated May
23, 2001, is made by and between Wally Tauch, an individual
("Consultant"), whose address is 1521 Alton Road, #219, Miami
Beach, Florida 33139, and World Shopping Network, Inc., a Delaware
corporation ("Client"), having its principal place of business at
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background in providing
internet website design and other internet applications, and
general hardware and software applications;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "WSHP," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his areas of knowledge and expertise on the terms and subject to
the conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant shall provide services in connection with designing
and implementing new website designs for Client and other internet
applications for use by Client, and implementing appropriate
hardware and software applications for use by Client.  As such,
Consultant will be providing bona fide services to Client.  The
services to be provided by Consultant will not be in connection
with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, one  hundred twenty thousand
(120,000) shares of S-8 free trading common stock in Client.  The
shares shall be paid at the rate of thirty thousand (30,000) shares
for each calendar quarter in advance on the first day of each
quarter and are eligible to be paid upon the effectiveness of the
Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor" relationship between
Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

John J. Anton, President
World Shopping Network, Inc.
1530 Brookhollow Drive, Suite C
Santa Ana, California 92705

To Consultant:

Wally Tauch
1521 Alton Road, #219
Miami Beach, Florida 33139

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without
reference to its conflicts of laws rules or principles.  Each of
the parties consents to the exclusive jurisdiction of the federal
courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                          World Shopping Network, Inc.

                                          By :  /s/  John J. Anton
                                          John J. Anton, President

                                          Wally Tauch

                                          /s/  Wally Tauch

                                           EX-5

                                   OPINION RE: LEGALITY

                                   Brian F. Faulkner
                            A Professional Law Corporation
                             3900 Birch Street, Suite 113
                            Newport Beach, California 92660
                                   (949) 975-0544

                                     May 23, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  World Shopping Network, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to World Shopping Network, Inc., a
Delaware corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 1,180,000 shares of its common stock ("Shares"), $0.001 par
value per Share.  The Shares are issuable pursuant to the
Company's Amended and Restated Retainer Stock Plan for Non-
Employee Directors and Consultants.

In my representation I have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Delaware, and
that the Shares, when issued and sold, will be validly issued,
fully paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the
time of each issuance and sale of the Shares, the Company will be
a corporation validly existing and in good standing under the
laws of the State of Delaware.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity
and completeness of all documents submitted to me as originals,
the conformity to the originals of all documents submitted to me
as copies and the authenticity and completeness of the originals
of all documents submitted to me as copies.  I have also assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given
and to be accurate.

(c)  My opinion is based solely on and limited to
the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.  I express no opinion
as to the laws of any other jurisdiction.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                                    EX-23.1

                              CONSENT OF ACCOUNTANT

                     Keyhan Hewitt Accountancy Corporation
                       4482 Barranca Parkway, Suite 240
                          Irvine, California 92604
                              (949) 654-1400

                                May 23, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  World Shopping Network, Inc. - Form S-8

Dear Sir/Madame:

As certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated September 20, 2000 in World
Shopping Network, Inc.'s Form 10-KSB for the fiscal year ended
June 30, 2000, and to all references to our Firm included in this
Registration Statement.

Sincerely,

Keyhan Hewitt Accountancy Corporation

/s/  Ardavan Keyhan
Ardavan Keyhan, CPA
Director

                                     EX-23.2

                               CONSENT OF COUNSEL

                               Brian F. Faulkner
                        A Professional Law Corporation
                         3900 Birch Street, Suite 113
                        Newport Beach, California 92660

                                 May 23, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  World Shopping Network, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to World Shopping Network, Inc., a
Delaware corporation ("Company"), in connection with its
Registration Statement on Form S-8 relating to the registration
of 1,180,000 shares of its common stock ("Shares"), $0.001 par
value per Share.  The Shares are issuable pursuant to the
Company's Amended and Restated Retainer Stock Plan for Non-
Employee Directors and Consultants.  I hereby consent to all
references to my firm included in this Registration Statement,
including the opinion of legality.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.