UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             EKNOWLEDGE GROUP, INC.
             (Exact name of registrant as specified in its charter)

                              Nevada     76-040898
                                   (I.R.S. Employer
          (State or other jurisdiction of incorporation or organization)
                               Identification No.)

  1520  W.  Sixth  Street,  Suite  101,  Corona,  CA            92882
        ---------------------------------------       -------------------
   (Address  of  Principal  Executive  Offices)           (Zip  Code)

                          2001 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                 Karl Rodriquez
                       34700 Pacific Coast Hwy, Suite 303
                           Capistrano Beach, CA 92624
                                 (909) 372-2800
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
<S>                <C>             <C>                <C>                 <C>
Title of           Amount to be    Proposed Maximum    Proposed Maximum    Amount of
Securities to be   Registered      Offering Price      Aggregate Offering  Registration
Registered                         Per Share           Price               Fee
---------------------------------------------------------------------------------------
$0.001 par value   3,138,000        $0.34               $1,066,920          $281.67
Common Stock
---------------------------------------------------------------------------------------
Totals            3,138,000        $0.34               $1,066,920          $281.67
---------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement  also  covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to  the  employee  benefit  plan  described herein.

(2)  The  proposed  maximum  offering  price  per  share of Common Stock and the
proposed  maximum aggregate offering price are calculated solely for the purpose
of determining the registration fee pursuant to Rule 457(h) under the Securities
Act  of  1933.  The  fee  for the shares being registered is based on a price of
$0.34  per  share,  which  was the average bid and asked prices of the Company's
Common  Stock  in  over-the-counter  trading  on  May  22,  2001.

                                        1

                                   PROPSECTUS

                             EKNOWLEDGE GROUP, INC.
                1520 W. Sixth Street, Suite 101, Corona, CA 92882
                                 (909) 372-2800

                       (3,138,000 SHARES OF COMMON STOCK)

     This Prospectus relates to the offer and sale by EKNOWLEDGE GROUP ("EKNO"),
a  Nevada  corporation (the "Company") of shares of its Common Stock, $0.001 par
value  (the "Common Stock") pursuant to its 2001 STOCK COMPENSATION PLAN whereby
certain  individuals  receive  stock  options to stimulate their involvement and
continued  involvement in the Company.  The Company is registering hereunder and
then  issuing upon receipt of adequate consideration therefore to its employees,
officers,  directors  or consultants shares of the Common Stock in consideration
for  services  rendered of to be rendered and payments made under the 2001 STOCK
COMPENSATION  PLAN.

     The  Common  Stock  is  not  subject to any restriction on transferability.
Recipients  of shares other than persons who are affiliate of the Company within
the  many  of the Securities Act of 1933 (the "Act") may sell all or part of the
shares  in  any  way  permitted  by  law including sales in the over-the-counter
market  at  prevailing  prices  at  the  time  of  such sale.  Shares registered
hereunder  are  being sold to both affiliates and non-affiliates of the Company.
An  affiliate  is,  summarily,  any  director,  executive officer or controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b)  of  the  Securities Act of 1934, as amended (the "Exchange Act")
which  would  limit  their discretion in transferring the shares acquired in the
Company.  If  the individual who is not now an affiliate becomes an affiliate of
the  Company  in  the  future;  he  would then be subject to Section I(b) of the
Exchange  Action  (See  General  Information  -  Restrictions  on  Resale).

     The  Company's  Common  Stock is listed on the OTC Bulletin Board under the
symbol  EKNO.

     THESE  SECURITIES  HAVE  NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR  HAS  THE  COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY  OF  THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                  The date of this Prospectus is May 29, 2001.

                                        2


This  Prospectus  is  not part of any Registration Statement which was filed and
been  effective  under  the Securities Act of 1933 as amended (the Act) and does
not  contain  all  of  the  information set forth in the Registration Statement,
certain  portions  of  which  have  seen  offered  pursuant  to  the  rules  and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto. A copy of any document
or  part  thereof incorporated by reference in this Prospectus but not delivered
herewith will be furnished without charge upon written or oral request. Requests
should be addressed to: EKNOWLEDGE GROUP, INC., 1520 W. Sixth Street, Suite 101,
Corona,  CA  92882  telephone  (909)  372-2800.

The  Company is subject to the reporting requirements of the Exchange Act and in
accordance  therewith  files  reports and other information with the Commission.
These  reports as well as the proxy statements, information statements and other
information  filed  by  the  Company  under the Exchange Act may be reviewed and
copied  at  the  public reference facilities maintained by the Commission at 450
Fifth  Street  N.C.  Washington  D.C.  20549.  Copies  may  be  obtained  at the
prescribed  rates.  In  addition  the  Common  Stock  is quoted on the automated
quotation  system  maintained by the National Association of Securities Dealers,
Inc.  (NASD).  Thus  copies  of  these  reports,  proxy  statements, information
statements and other information may also be examined at the offices of the NASD
at  1735  K  Street  N.C.  Washington  DC  20549.

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representation,  other  than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been  authorized by the Company. This Prospectus does not constitute an offer or
a  solicitation  by  anyone  in  any state in which such is not authorized or in
which  the  person  making  such  is  not  qualified or to any one to whom it is
unlawful  to  make  an  offer  or  solicitation.

 Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create any implication that there has not been a change in the
affairs  of  the  Company  since  the  date  hereof.

                                        3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM  1.  PLAN  INFORMATION

GENERAL  INFORMATION

THE  COMPANY

The  Company  has its principal offices at EKNOWLEDGE GROUP, INC., 1520 W. Sixth
Street,  Suite  101,  Corona,  CA  92882.

PURPOSES

     The  Common  Stock will be issued by the Company pursuant to its 2001 STOCK
COMPENSATION  PLAN,  which  has  been  approved by the Board of Directors of the
Company (the "Board of Directors"). The 2001 STOCK COMPENSATION PLAN is hoped to
provide  a  method  whereby  the  Company's  current  employees and officers and
non-employee  directors  and consultants may be stimulated and allow the Company
to  secure  and  retain highly qualified employees and officers and non-employee
directors  and  consultants, thereby advancing the interests of the Company, and
all  of  its  shareholders.  A copy of the 2001 STOCK COMPENSATION PLAN has been
filed  as  an  exhibit  to  this  Registration  Statement.

COMMON  STOCK

     The  Board  has  authorized  the  issuance of up to 3,138,000 shares of the
Common  stock  pursuant  to  the  Company's  2001  STOCK  COMPENSATION PLAN upon
effectiveness  of  this  registration  Statement.

THE  COMPANY  2001  STOCK  COMPENSATION  PLAN

     The  Company  has  established  a 2001 STOCK COMPENSATION PLAN which awards
stock  options  in  an  effort  to further compensate its existing employees and
officers  and  non-employee  directors  and  consultants, secure their continued
employment  effort,  and  attract highly qualified employee's and consultants as
they  are  needed.

NO  RESTRICTIONS  ON  TRANSFER

     Upon  the exercise of an option, that individual will become the record and
beneficial  owners  of the shares of Common Stock upon issuance and delivery and
are  entitled to all of the rights of ownership, including the right to vote any
shares  awarded  and  to  receive  ordinary  cash dividends on the Common Stock.

TAX  TREATMENT  TO  THE  INDIVIDUAL  WHO  EXERCISES  THE  OPTION

     The  individuals receiving shares of common stock pursuant to the exercises
of  an option or options at an exercise price below the fair market value of the
shares  on  the  date of exercise, the difference between the exercise price and
the  fair  market  value  of  the  stock  on  the date of exercise may be deemed
ordinary  income  for  federal  income  tax  purposes. The recipient is urged to

                                        4


consult  his  tax  advisor  on  this  matter.  Further,  if  any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue  of  taxation.

TAX  TREATMENT  TO  THE  COMPANY

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the  foregoing  discussion may be an expense deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient  recognizes  income.

RESTRICTIONS  OF  RESALES

     In  the  event  that  an affiliate of the Company acquires shares of Common
Stock  hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in  the  event that any affiliate acquiring shares hereunder has
sold  or  sells  any  shares  of  Common  Stock  in  the six months preceding or
following  the  receipt of shares hereunder, any so called "profit", as computed
under  Section 16(b) of the Exchange Act, would be required to be disgorged from
the  recipient  to  the Company. Services rendered have been recognized as valid
consideration  for  the  "purchase"  of  shares  in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for  the  purpose of any "profit" computation under 16(b) the price paid for the
common  stock  issued  to affiliates is equal to the value of services rendered.
Shares  of  common Stock acquired hereunder by persons other than affiliates are
not  subject  to  Section  16(b)  of  the  Exchange  Act.


ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

A  copy  of  any  document  or  part  hereof  incorporated  by reference in this
Registration  Statement  but  not delivered with this Prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request. Requests should be
addressed  to:  EKNOWLEDGE GROUP, INC., 1520 W. Sixth Street, Suite 101, Corona,
CA  92882  telephone  (909)  372-2800.

                                        5


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The following documents filed by EKNOWLEDGE, INC. (the "Company") under the
Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

          (a)  The  Company's  Annual  Report on Form 10-KSB for the fiscal year
ended  December  31,2000;

          (b)  All  other reports filed by the Company pursuant to Section 13(a)
or  15(d)  of  the  Exchange  Act  since  December  31,  2000;  and

          (c)  The  description  of  the Company's Common Stock contained in the
Company's  Registration  Statement filed with the SEC under the Exchange Act and
subsequent  amendments  and  reports  filed  to  update  such  description.

     All  documents  filed  by the Company pursuant to Sections 13(a), 13(c), 14
and  15(d) of the Exchange Act after the date of this Registration Statement and
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then  remaining  unsold, shall be deemed to be incorporated by reference in this
Registration  Statement  and  to be a part hereof from the date of the filing of
such  documents.

     Any  statement  contained  in  a  document incorporated by reference herein
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement  to  the  extent  that  a  statement contained in a subsequently filed
document  which  is also incorporated by reference herein modified or superseded
such  statement.

Item  4.  DESCRIPTION  OF  SECURITIES

     Not  applicable.


Item  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable.


Item  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

The  Company's  by-laws,  in  accordance  with  the  Nevada  Statutes,  provide
that  to  the extent he/she is otherwise fairly and reasonably entitled thereto,
the Company shall indemnify a Director or Officer, a former Director or Officer,
or  a person who acts or acted at the Company's request as a Director or Officer
of a body corporate of which the Corporation is or was a shareholder or creditor
(or  a  person  who  undertakes or has undertaken any liability on behalf of the
Company  or  any  such  body  corporate and his heirs and legal representatives,
against  all  costs, charges and expenses, including an amount paid to settle an
action  or  satisfy  a  judgment,  reasonably  incurred by him in respect of any

                                        6


civil,  criminal  or  administrative  action or proceeding to which he is made a
party  by reason of being or having been a Director or Officer of the Company or
such  body  corporate,  if

          (a)  he  acted  honestly  and  in  good  faith with a view to the best
interests  of  the  Company;  and

          (b)  in  the case of a criminal or administrative action or proceeding
that  is enforced by a monetary penalty, he had reasonable grounds for believing
that  his  conduct  was  lawful.

     The  Nevada  Statutes provide that directors shall not be personally liable
to  the Company or its shareholders for monetary damages for breach of fiduciary
duty  as  a  director  except for liability (i) for any breach of the directors'
duty  of  loyalty to the Company or its shareholders, (ii) for acts or omissions
not  in  good  faith  or  which  involved  intentional  misconduct  or a knowing
violation of law, (iii) for authorizing a distribution that is unlawful, or (iv)
for  any  transaction  from  which  the  director  derived  an improper personal
benefit.  Such  provision  protects  directors  against  personal  liability for
monetary  damages  for  breaches  of  their  duty  of  care.

     The  Company  may  purchase  and  maintain insurance for the benefit of its
Directors  and Officers as such, as the Board of directors may from time to time
determine.


Item  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

Item  8.  EXHIBITS

Exhibit  No.     Description

4                          Not  Required

5                          Opinion  of  Tracy  R.  Neal  regarding the  legality
                           of  the  securities registered.*

10                         2001  Stock  Compensation  Plan*

15                         Not  Required

23.1                       Consent of Tracy R. Neal, special counsel to
                           registrant, filed as a part of Exhibit  5  hereof.*

23.2                       Consent  of  Merdinger,  Fruchter,  Rosen  &  Corso,
                           PC,  Certified Public Accountants*

27                         Not  Required

28                         Not  Required

29                         Not  Required

*Filed  herewith

                                        7


Item  9.  UNDERTAKINGS

The  undersigned  Company  hereby  undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities  Act  of  1933;

     (ii)  To  reflect  in  the prospectus any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the 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.

(4)  The  undersigned  registrant  hereby  undertakes  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.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 that the payment by the Company of expenses incurred or
paid  by  a  director,  officer,  or  controlling  person  of the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer,  or  controlling  person  of  the  Company in the successful
defense  of  that  action  suit,  or  proceeding)  is asserted by such director,
officer,  or  controlling  person  in  connection  with  the  securities  being
registered,  the  Company  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  of  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.

                                        8


                                   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  or amendment to be signed on its behalf by the undersigned, thereunto
duly  authorized, in the City of Corona, State of California, on the 29th day of
May,  2001.


                                           EKNOWLEDGE  GROUP,  INC.


                                           By:  /s/  Gary  Saunders
                                                     Gary  Saunders
                                                     Chief  Executive  Officer

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

By:  /s/  Eric  Fronk
          Eric  Fronk,  Chief  Financial  Officer

Dated:  May  29,  2001


By:  /s/  Paul  Donion
          Paul  Donion,  President  and  Chief  Operating  Officer

Dated:  May  29,  2001


By:  /s/  Gary  Saunders
          Gary  Saunders,  Board  of  Directors

Dated:  May  29,  2001


By:  /s/  Scott  Hildebrandt
          Scott  Hildebrandt,  Board  of  Directors

Dated:  May  29,  2001


By:  /s/  Christopher  DeSantis
          Christopher  DeSantis,  Board  of  Directors

Dated:  May  29,  2001


By:  /s/  Wayne  Saunders
          Wayne  Saunders,  Board  of  Directors

Dated:  May  29,  2001

                                        9


                                  EXHIBIT INDEX

Exhibit  No.     Description
4                     Not  Required

5                     Opinion  of  Tracy  R.  Neal  regarding  the  legality  of
                      the  securities registered.*

10                    2001  Stock  Compensation  Plan*

15                    Not  Required

23.1                  Consent of Tracy R. Neal, special counsel to registrant,
                      filed as a part of Exhibit  5  hereof.*

23.2                  Consent  of  Merdinger,  Fruchter,  Rosen  &  Corso,  PC*

27                    Not  Required

28                    Not  Required

29                    Not  Required

*Filed  herewith.

                                       10


EXHIBIT  5

                           LETTERHEAD OF TRACY R. NEAL


May  22,  2001

EKNOWLEDGE  GROUP
1520  W.  Sixth  Street,  Suite  101
Corona,  CA  92882


Gentlemen,

     We  refer  to  the  Registration  Statement  on  Form  S-8  (the
"Registration Statement") to be filed by EKNOWLEDGE GROUP, INC. ("Company") with
the  Securities  and  Exchange  Commission  under the Securities Act of 1933, as
amended  (the  "Act").  The  Registration  Statement  relates to an aggregate of
3,138,000  shares of the Common Stock of the Company, par value $0.001 per share
(the  "Shares")  pursuant  to  the  2001  Stock  Compensation  Plan.

     As  special  counsel  for  the  Company,  we  have  examined such corporate
records,  documents  and such question of law as we have considered necessary or
appropriate  for  purposes  of  this  opinion  and,  upon  the  basis  of  such
examination, advise you that in our opinion, all necessary corporate proceedings
by  the Company have been duly taken to authorize the issuance of the Shares and
that  the  Shares  being registered pursuant to the Registration Statement, when
issued  will  be duly authorized, legally issued, fully paid and non-assessable.
This  opinion  does  not cover any matters related to any re-offer or re-sale of
the  shares by and Plan Beneficiaries, once properly and legally issued pursuant
to  the  Plan  as  described  in  the  Registration  Statement.

     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we  are  a  person  whose  consent is required to be filed with the Registration
Statement  under  the  provisions  of  the  Act. This opinion is not to be used,
circulated,  quoted  or  otherwise referred to for any other purpose without our
prior  written  consent.  This  opinion is based on our knowledge of the law and
facts  as  of  the  date  hereof. This opinion does not address or relate to any
specific  state  securities  laws.  We  assume  no  duty to communicate with the
Company  in  respect  to  any  matter  which  comes  to our attention hereafter.

                                   Cordially,

                                   By:  /s/  TRACY  R.  NEAL
                                             Tracy  R.  Neal

                                       11


EXHIBIT  10

                              EKNOWLEDGE  GROUP,  INC.
                          2001  STOCK  COMPENSATION  PLAN

                                    ARTICLE  I
                                  INTRODUCTION

     1.1  ESTABLISHMENT.  EKNOWLEDGE GROUP, INC., a Nevada corporation, ("EKNO")
hereby  establishes the 2001 Stock Compensation Plan (the "Plan"), which permits
the  grant of stock options, restricted stock awards, stock appreciation rights,
stock units, and other stock grants (the "options") to certain directors and key
employees  of  EKNO,  and  certain  independent  contractors,  including  both
individuals  and  companies,  providing  certain  services  to  EKNO.

     1.2 PURPOSES. The purposes of the Plan are (a) to provide directors and key
employees  selected  for  participation  in  the  Plan  with added incentives to
continue in the service of EKNO; (b) to create in such directors and employees a
more  direct  interest  in  the  success  of  the operations of EKNO by relating
compensation  to the achievement of long-term corporate economic objectives; (c)
to  attract  and  retain directors and key employees by providing an opportunity
for  investment  in  EKNO;  (d)  to  obtain  services  for EKNO from independent
contractors,  for  services,  including, but not limited to, advertising, public
relations, consulting, at reduced compensation or at rates and/or on terms which
are  otherwise  negotiated  favorably  to  EKNO.

     1.3  EFFECTIVE  DATE. The effective date of the Plan shall be the Effective
Date,  which  is  the date on which it was approved by the Board of Directors of
EKNO.

                                   ARTICLE  II
                                   DEFINITIONS

     Throughout  the  Plan,  except  when  the  context indicates otherwise, the
masculine  gender  shall  include  the  feminine, and the use of any term in the
singular  shall  include the plural. The following terms shall have the meanings
set  forth:

     "Affiliated  Company" shall mean any corporation or other entity (including
without  limitation  a  partnership)  that is affiliated with EKNO through stock
ownership or otherwise and is treated as a common employer under sections 414(b)
and  414(c) of the Code, including, without limitation, any parent or subsidiary
of  EKNO  as  defined  in  section  424  of  the  Code.

     "EKNO"  shall  mean  EKNOWLEDGE  GROUP, INC., a Nevada corporation, and any
Affiliated  Company.

     "Award"  shall  mean  an  Option,  a  Restricted  Stock  Award,  a  Stock
Appreciation  Right,  a Stock Unit, a grant of Shares pursuant to article XI, or
another  issuance  of  Shares  hereunder.

     "Board"  shall  mean  the  board  of  directors  of  EKNO.

     A  "Change  in  Control" shall mean the occurrence of any of the following:
(a)  a  "person" (within the meaning of section 13(d) of the Securities Exchange
Act  of  1934,  as  amended ("Exchange Act")) becomes the "beneficial owner" (as

                                       12


defined in Rule 13d-3 promulgated thereunder) of Shares or capital stock of EKNO
or  EKNO's successor having 30 percent or more of the total number of votes that
may  be  cast for the election of directors or (b) individuals who are directors
of  EKNO  at  the  beginning  of  a 24-month period cease to constitute at least
two-thirds  of  all  directors  at  any  time  during  such  period.

     "Code"  shall  mean the Internal Revenue Code of 1986, as amended from time
to  time.

     "Disabled"  or  "Disability"  shall  have  the meaning set forth in section
22(e)(3)  of  the  Code.

     "Effective  Date"  shall  have  the  meaning  set  forth  in  section  1.3.

     "Eligible  Parties"  shall  mean  directors  and key employees of EKNO, and
Independent  Contractors  of  EKNO.

     "Fair  Market  Value"  of  a  Share  shall  mean  its  fair market value as
determined  by the Committee in good faith in accordance with section 422 of the
Code.

     "Incentive  Option"  shall mean an Option designated as such and granted in
accordance  with  section  422  of  the  Code.

     "Independent  Contractors" shall mean certain third parties, including both
individuals and companies, that are neither directors nor key employees of EKNO,
and  who  provide  certain  services  to  EKNO,  including,  but not limited to,
advertising,  public  relations,  marketing,  and  consulting,  on  an  on-going
contractual  basis  for reduced, or otherwise favorably-negotiated compensation,
part  of  which  is  based  on  the  Options.

     "Non-Qualified  Option"  shall  mean  any  Option  other  than an Incentive
Option.

     "Option" shall mean a right to purchase Shares at a stated or formula price
for  a  specified  period  of  time and shall be either an Incentive Option or a
Non-Qualified  Option.

     "Option  Holder"  shall mean a Participant who has been granted one or more
Options.

     "Option  Price"  shall  mean the price at which Shares subject to an Option
may  be  purchased,  as  determined  in  accordance  with  section  7.2(b).

     "Participant"  shall  mean  key  employees,  directors,  consultants  and
suppliers  of  the  Company and any of its subsidiaries, as the Committee in its
sole  discretion  determines to be significantly responsible for the success and
future  growth  and  profitability  of  the  Company  and whom the Committee may
designate from time to time to receive Stock Options under the Plan. Designation
of  a  participant in any year shall not require the Committee to designate such
person  to  receive  a  Stock  Option  in any other year or, once designated, to
receive the same type or amount of Stock Option as granted to the participant in
any  other year. The Committee shall consider such factors as it deems pertinent
in  selecting  participants  and  in  determining  the  type and amount of their
respective  Stock  Options.

                                       13


     "Plan"  shall  mean  this  2001  Stock  Compensation  Plan.

     "Restricted  Stock Award" shall mean an Award of Shares granted pursuant to
article  VIII  that  is  subject  to  restrictions  imposed  in  article  VIII.

     "Share"  shall mean a share of the Common Stock, par value $0.01 per share,
of  EKNO.

     "Stock  Appreciation  Right" shall mean the right, granted by the Committee
pursuant  to  the  Plan,  to receive a payment equal to the increase in the Fair
Market  Value  of  a  Share  subsequent  to  the  grant  of  such right. A Stock
Appreciation  Right  may  entitle  a  Participant  to receive a number of Shares
(without any payment to EKNO, except for applicable withholding taxes), cash, or
Shares and cash, as determined by the Committee in accordance with section 10.3.

     "Stock Option Agreement" shall mean Stock Options evidenced by an agreement
(which  need  not  be  identical) in such form as the Committee may from time to
time  approve;  PROVIDED, HOWEVER, that in the event of any conflict between the
provisions  of the Plan and any such agreement, the provisions of the plan shall
prevail.

     "Stock  Unit"  shall  mean a measurement component equal to the Fair Market
Value  of  a  Share  on  the  date  of  determination.

                                   ARTICLE  III
                                 ADMINISTRATION

     The  Plan  shall  be administered by the Board of Directors. Members of the
Board  of  Directors  shall  be  appointed from time to time by the Board, shall
serve  at  the  pleasure  of  the Board, and may resign at any time upon written
notice  to  the  Board. Consistent with the Plan, the Board of Directors, in its
sole  discretion,  shall  select  Participants  from among the Eligible Parties,
shall determine Awards, the number of Stock Units, Stock Appreciation Rights, or
Shares  to  be  subject  to Awards, and the time at which Awards are to be made,
shall  fix the Option Price and the period and manner in which an Option becomes
exercisable,  and shall establish the duration and nature of the restrictions in
Restricted Stock Awards, the terms and conditions applicable to Stock Units, and
such  other terms and requirements of the compensation incentives under the Plan
as  the  Board  of  Directors  may  deem  necessary  or  desirable. The Board of
Directors  shall determine the form or forms of the agreements with Participants
that  evidence  the particular provisions, terms, conditions, rights, and duties
of  EKNO  and the Participants with respect to Awards, which provisions need not
be  identical  except as may be provided herein. The Board of Directors may from
time  to  time adopt such rules and regulations to carry out the purposes of the
Plan  as  it  may  deem  proper  and in the best interests of EKNO. The Board of
Directors in its sole discretion may correct any defect, supply any omission, or
reconcile  any  inconsistency  in  the  Plan  or  in  any agreement entered into
hereunder  in  the manner and to the extent it deems expedient. No member of the
Board  of Directors shall be liable for any action or determination made in good
faith.  The  determinations,  interpretations, and other actions of the Board of
Directors pursuant to the Plan shall be binding and conclusive for all purposes.

                                       14


                                   ARTICLE  IV
                                 SUBJECT  SHARES

     4.1 NUMBER. The number of Shares that are authorized for issuance under the
Plan  shall not exceed 3,138,000. This number may be increased from time to time
by  the Board, or if, in the opinion of counsel to EKNO, shareholder approval is
required.  Shares  that  may  be  issued  upon  exercise  of  Options  or  Stock
Appreciation  Rights  or  that  are  issued  with  respect  to Stock Units or as
Restricted  Stock Awards, incentive compensation, or other grants under the Plan
shall  reduce  the  number of Shares available for issuance under the Plan. EKNO
shall  at  all  times during the term of the Plan and while any Options or Stock
Units  are outstanding reserve as authorized but unissued at least the number of
Shares  from  time  to  time  required  under the Plan. Any Shares subject to an
Option  that  expires  or is terminated or canceled before exercise shall become
available  again  for  issuance  under  the  Plan.

     4.2  ADJUSTMENTS  FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If at any time EKNO
increases  or  decreases  the number of Shares outstanding or changes the rights
and  privileges  of  such  Shares  through  the payment of a stock dividend, the
making  of any other distribution payable in Shares, a stock split, subdivision,
consolidation,  or  combination  of  Shares,  or  a  reclassification  or
recapitalization  involving the Shares, then the numbers, rights, and privileges
of  Shares  as  to  which  Awards  may  be granted and Shares then subject to an
outstanding Award shall be increased, decreased, or changed in like manner as if
such  Shares  had  been  issued  and  outstanding (as determined by the Board of
Directors  in  its  sole  discretion).

     4.3  OTHER  DISTRIBUTIONS  AND CHANGES. If at any time (a) EKNO distributes
with  respect  to  the  Shares  assets  or securities of persons other than EKNO
(excluding  cash  or distributions described in section 4.3), or (b) EKNO grants
to  the  holders  of  its  Shares  generally  rights  to  subscribe pro rata for
additional  Shares  or other securities of EKNO, or (c) any other change (except
as  described in section 4.2) occurs in the number or kind of outstanding Shares
or  other  securities  into  which  the Shares are changed or for which they are
exchanged,  and if the Board of Directors in its discretion determines that such
event  equitably  requires an adjustment in the number or kind of Shares subject
to  an Award, an adjustment in an Option Price, or the taking of other action by
the  Board  of  Directors,  including,  without limitation, the setting aside of
property  for  delivery to the Participant upon the exercise of an Option or the
full  vesting  of  an  Award, then such adjustments shall be made and such other
action  shall  be taken by the Board of Directors and shall be effective for all
purposes  and  on each outstanding Award affected. Notwithstanding the foregoing
and  pursuant  to  section  8.3,  a  Participant  holding  Shares  received as a
Restricted  Stock  Award  shall have the right to receive all amounts, including
cash  and  property  of  any  kind,  distributed with respect to the Shares upon
becoming  a  holder  of  record  of  the  Shares.

     4.4 GENERAL ADJUSTMENT RULES. No adjustment or substitution provided for in
this  article  IV  shall require EKNO to issue a fractional Share, and the total
substitution  or  adjustment  with  respect  to  each  Award shall be limited by
deleting  any  fractional Share. In such case, the total Option Price for Shares
then subject to an Option shall remain unchanged, but the Option Price per Share
shall  be equitably adjusted by the Board of Directors to reflect the greater or
lesser number of Shares or other securities into which the Shares subject to the
Option  may  have  been  changed. Appropriate adjustments shall be made to other

                                       15


Awards  to  reflect  any  such substitution or adjustment. All adjustments under
this  article  IV  shall  be made by the Board of Directors, whose determination
shall  be  final  and  binding  upon  all  parties.

                                    ARTICLE  V
                            CORPORATE  REORGANIZATION

     5.1  REORGANIZATION. Upon the occurrence of any of the following events, if
the  notice provided in section 5.2 has been given, the Plan and all outstanding
Options  shall  terminate  and  be of no further force and effect, and all other
outstanding  Awards  shall  be  treated in accordance with sections 5.2 and 5.3,
without  the  necessity  for  any  additional  action  by  the  Board  or  EKNO:
          (a)  the  merger  or  consolidation  of  EKNO  with  or  into  another
corporation  or  other  reorganization  (other  than  a reorganization under the
United  States  Bankruptcy Code) of EKNO (other than a consolidation, merger, or
reorganization  in  which  EKNO  is the surviving corporation and which does not
result  in  any  reclassification  or  change  of  outstanding  Shares);

          (b)  the  sale or conveyance of the property of EKNO as an entirety or
substantially  as  an  entirety  (other  than a sale or conveyance in which EKNO
continues  as holding company of an entity or entities that conduct the business
or  business  formerly  conducted  by  EKNO);  or

          (c)  the  dissolution  or  liquidation  of  EKNO.

     5.2 REQUIRED NOTICE. At least 30 days' written notice of an event described
in  section  5.1  shall  be  given by EKNO to each Option Holder and Participant
unless  (a)  in the case of events described in sections 5.1(a) and 5.1(b), EKNO
or  the  successor or purchaser shall make adequate provision for the assumption
of  the  outstanding  Options  or  the substitution of new options on comparable
terms,  except that an Option Holder shall have the right thereafter to purchase
the kind and amount of securities or property or cash receivable upon such event
by  a holder of the number of Shares that would have been received upon exercise
of  the  Option immediately prior to the occurrence of such event (assuming that
such holder failed to exercise any rights of election and received per Share the
kind  and  amount of property received per Share by the holders of a majority of
the  non-electing  Shares)  or (b) EKNO or the successor or purchaser shall make
adequate  provision  for the adjustment of outstanding Awards other than Options
so that such Awards shall entitle the Participant to receive the kind and amount
of  securities or property or cash receivable upon such event by a holder of the
number  of  Shares  that  would  have  been  received with respect to such Award
immediately  prior  to  the  occurrence of such event (assuming that such holder
failed  to  exercise  any rights of election and received per share the kind and
amount  of  property  received  per  Share  by  the holders of a majority of the
non-electing  Shares).  This  article  V  shall  similarly  apply  to successive
mergers, consolidations, reorganizations, sales, or conveyances. Notice shall be
deemed  to  have  been  given when delivered personally to a Participant or when
mailed  to  a  Participant  by  certified  mail,  postage  prepaid,  at  such
Participant's  address  last  known  to  EKNO.

     5.3  ACCELERATION  OF  EXERCISE.  Participants  notified in accordance with
section  5.2 may exercise their Options at any time before the occurrence of the
event  requiring the giving of notice (but subject to occurrence of such event),
regardless  of whether all conditions of exercise relating to length of service,
attainment  of  financial  performance  goals, or otherwise have been satisfied.
Upon  the giving of notice in accordance with section 5.2, all restrictions with
respect to Restricted Stock Awards and other Awards shall lapse immediately, all

                                       16


Stock  Units shall become payable immediately, and all Stock Appreciation Rights
shall become exercisable. Any Options, Stock Appreciation Rights, or Stock Units
that are not assumed or substituted under section 5.2(a) or 5.2(b) and that have
not  been  exercised  prior  to  the  event  described  in  section  5.1  shall
automatically  terminate  upon  the  occurrence  of  such  event.

     5.4  LIMITATION  ON PAYMENTS. If this article V would result in the receipt
by  any  Participant of a payment within the meaning of section 280G of the Code
and  the  regulations  promulgated thereunder and if the receipt of such payment
(together  with  any  other payment) by any Participant would, in the opinion to
counsel  to  EKNO,  result  in the payment by such Participant of any excise tax
provided  for in section 4999 of the Code, then the amount of such payment shall
be reduced to the extent required, in the opinion of independent tax counsel, to
prevent  the  imposition  of  such excise tax, except that the Committee, in its
sole  discretion, may authorize the payment of all or part of the amount of such
reduction  to  the  Participant.

                                   ARTICLE  VI
                                  PARTICIPATION

     Participants  shall  be  those Eligible Parties who, in the judgment of the
Committee,  are  performing,  or  during the term of their incentive arrangement
will  perform,  vital  services in the management, operation, and development of
EKNO  or  an Affiliated Company and contribute significantly, or are expected to
contribute  significantly,  to  the  achievement of long-term corporate economic
objectives, and/or, additionally in the case of independent contractors, furnish
services  to  EKNO  at  reduced  rates or on other terms which are significantly
favorable  to  EKNO.  Participants  may be granted from time to time one or more
Awards,  except that the grant of each Award shall be separately approved by the
Committee, and receipt of one Award shall not result in automatic receipt of any
other  Award. Upon determination by the Committee that an Award is to be granted
to  a  Participant,  written  notice  shall  be  given  specifying  the  terms,
conditions,  rights,  and  duties  related  thereto.  Each Participant shall, if
required  by  the  Committee, enter into an agreement with EKNO, in such form as
the  Committee  shall  determine consistent with the Plan specifying such terms,
conditions,  rights,  and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Committee, which date shall be the
date  of  any  related  agreement  with  the  Participant.  In  the event of any
inconsistency  between  the  Plan  and any such agreement, the provisions of the
Plan  shall  govern.

                                   ARTICLE  VII
                                     OPTIONS

     7.1  GRANT  OF  OPTIONS.  Coincident  with  or  following  designation  for
participation in the Plan, a Participant may be granted one or more Options. The
Committee  in  its  sole  discretion  shall  designate  whether  an Option is an
Incentive  Option  or  a  Non-Qualified  Option. The Committee may grant both an
Incentive Option and a Non-Qualified Option to a Participant at the same time or
at  different times. Incentive Options and NonQualified Options, whether granted
at  the same time or at different times, shall be deemed to have been awarded in
separate  grants  and  shall  be  clearly  identified, and in no event shall the
exercise  of  one Option affect the right to exercise any other Option or affect
the  number  of  Shares  for  which any other Option may be exercised, except as
provided  in  section  7.2(b).

                                       17


     7.2  OPTION  CERTIFICATE.  Each  Option  granted  under  the  Plan shall be
evidenced  by  an  Option  Certificate,  incorporating  and  conforming  to  the
following:

     (a)  Price.  The  price  at  which  each  Share  may  be purchased shall be
determined  in  each  case  by  the  Committee  and  set  forth  in  the  Option
Certificate,  but  in  no  event shall the price be less than 100 percent of the
Fair  Market  Value  of  the  Shares  on  the  date  of  grant.

     (b)  Duration of Options; Restrictions on Exercise. Each Option Certificate
shall  state the period, as determined by the Committee, within which the Option
may be exercised. Such period shall end no more than ten years from the date the
Option is granted. The Option Certificate shall also set forth such restrictions
on  exercise  of  the Option during such period, if any, as may be determined by
the Committee. No Option may be exercised for at least six months after the date
of grant. Each Option shall become exercisable over such period of time, if any,
or  upon  such  events,  as  may  be  determined  by  the  Committee.

     (c)  Termination  of  Service,  Death,  Disability,  etc. The Committee may
specify  the  period,  if  any, after which an Option may be exercised following
termination of the Option Holder's employment or service as a director, or as an
independent  contractor.  The  effect of this section 7.2(d) shall be limited to
determining  the  consequences  of  a  termination,  and nothing in this section
7.2(d) shall restrict or otherwise interfere with EKNO's discretion with respect
to  the  termination  of  any  individual's  employment  or  of  any independent
contractor's  contract,  or  the  shareholders'  discretion  with respect to the
election  of  directors.  If  the  Committee  does  not  otherwise  specify, the
following  shall  apply:

          (i)  If  the employment, service or independent contract of the Option
Holder  terminates  for  any  reason  other  than death or Disability within six
months  after  the date the Option is granted or if the employment, contract, or
service of the Option Holder is terminated within the Option Period for "cause,"
as  determined by EKNO, the Option shall thereafter be void for all purposes. As
used in this section 7.2(d), "cause" shall mean a gross violation, as determined
by  EKNO,  of  EKNO's established policies and procedures or willful misconduct.

          (ii)  The  Option  may be exercised by the Option Holder if he becomes
Disabled,  and  the  Option may be exercised by the persons specified in section
7.2(d)(iv)  if  the Option Holder dies, within one year following his Disability
(except  that  exercise  shall occur during the duration of the Option), but not
thereafter.  In  any such case, the Option may be exercised only as to Shares as
to  which  it had become exercisable on or before the date of the termination of
the  Option  Holder's  employment  because  of  Disability  or  death.

          (iii) If the Option Holder is no longer a director of EKNO or employed
by  EKNO  or  an Affiliated Company, or an independent contractor of EKNO during
the  duration  of  the  Option  for any reason other than "cause," Disability or
death,  and  such  termination  occurs  more than six months after the Option is
granted,  the  Option  may  be  exercised  by the Option Holder within three (3)
months  following  the date of such termination (except that such exercise shall
occur  during  the duration of the Option) but not thereafter. In any such case,
the  Option  may  be  exercised only as to the shares as to which the Option had

                                       18


become  exercisable  on  or  before  the  date  of  termination  of  employment.

          (iv) If the Option Holder dies during the duration of the Option while
still  employed  or  under contract or within the one-year period referred to in
section 7.2(d)(ii) or the three-month period referred to in section 7.2(d)(iii),
the Option may be exercised by those entitled to do so under the Option Holder's
will  or  by  the  laws  of  descent  and  distribution.

     (d)  Transferability.  No Option shall be transferable by the Option Holder
except  by  will  or  the  laws  of  descent  and  distribution.  Each Option is
exercisable  during the Option Holder's lifetime only by him, or in the event of
Disability  or  incapacity,  by  his  guardian  or  legal  representative.

     (e)  Consideration for Grant of Option. Each Option Holder agrees to remain
in  the  service  of  EKNO  as a director or in the employment of EKNO, or as an
independent  contractor,  at the pleasure of EKNO, for a continuous period of at
least  one  year  after  the  date  the Option is granted, and in the case of an
employee  at  the salary rate in effect on the date of the Option Certificate or
at  such changed rate as may be fixed from time to time by EKNO. Nothing in this
paragraph  shall limit or impair EKNO's right to terminate the employment of any
employee  or  independent contractor or the shareholders' rights with respect to
the  election  of  directors.

     (f) Manner of Exercise. An Option shall be exercised by delivery to EKNO of
written notice specifying the number of Shares with respect to which such Option
is  exercised.  The  purchase  of  such Shares shall take place at the principal
offices  of EKNO within 30 days following delivery of such notice, at which time
the  Option  Price  of  the Shares with respect to which the Option is exercised
shall  be  paid  in  full by any of the methods set forth below or a combination
thereof. Except as set forth in the next sentence, the Option shall be exercised
when  the  Option  Price  for  the  number  of  Shares as to which the Option is
exercised  is  paid  to  EKNO in full. If the Option Price is paid by means of a
broker's  loan  transaction  as  described in section 7.2(h)(iv), in whole or in
part,  the  closing  of  the  purchase of the Shares under the Option shall take
place  (and  the Option shall be treated as exercised) on the date on which, and
only  if,  the  sale  of  Shares upon which the broker's loan was based has been
closed  and  settled,  unless  the  Option  Holder  makes an irrevocable written
election  at  the time of exercise of the Option to have the exercise treated as
fully  effective  for  all  purposes  upon  receipt of the Option Price by EKNO,
regardless  of  whether  the  sale  of  the  Shares  by the broker is closed and
settled. A properly executed certificate or certificates representing the Shares
shall  be  delivered  to  or  at the direction of the Option Holder upon payment
therefor. If Options on less than all Shares subject to an Option are exercised,
EKNO  shall  deliver  a  new  Option  Certificate  evidencing  the Option on the
remaining  Shares.

     (g)  Payment.  The  Option  Price  for the Shares as to which the Option is
exercised  shall  be  paid by any of the following methods or any combination of
the  following  methods  at  the  election of the Option Holder, or by any other
method  approved  by  the  Committee  upon  the  request  of  the Option Holder:

          (i)  in  cash;

          (ii) by certified, cashier's check, or other check acceptable to EKNO,
payable  to  the  order  of  EKNO;

                                       19


          (iii) by delivery of certificates representing a number of Shares then
owned  by  the  Option  Holder,  the  Fair  Market Value of which on the date of
delivery  of the certificates at least equals the Option Price for the Shares as
to which the Option is exercised, properly endorsed for transfer to EKNO, except
that no Option may be exercised by delivery to EKNO of certificates representing
Shares  held  by  the  Option  Holder  for  less  than  six  months;  or

          (iv)  by  delivery of a properly executed notice of exercise, together
with irrevocable instructions to a broker to deliver to EKNO promptly the amount
of  the  proceeds of the sale of all or part of the Shares or of a loan from the
broker  to the Option Holder in an amount sufficient to pay the Option Price for
the  Shares  as  to  which  the  Option  is  exercised.


     (h)  Date  of  Grant.  An  Option shall be deemed to be granted on the date
specified  in  the  grant  resolution  of  the  Committee.

     (i)  Issuance of Additional Option. If an Option Holder pays all or part of
the  exercise  price  of  an  Option with Shares, or pays all or any part of the
applicable  withholding  taxes  with  respect  to the exercise of an Option with
Shares  that  has  been  held  by  the  Option Holder for more than a period (no
shorter than six months) to be determined by the Committee, the Committee in its
sole discretion may grant to such Option Holder a new Option covering the number
of  shares of Shares used to pay such exercise price or withholding tax. The new
Option  shall have an Option Price per Share equal to the Fair Market Value of a
Share  on  the  date of exercise of the exercised Option and shall encompass the
same  terms and conditions as the exercised option, except as otherwise provided
by  the  Committee  in  its  sole  discretion.

     7.3  RESTRICTIONS  ON INCENTIVE OPTIONS. The aggregate Fair Market Value of
the Shares with respect to which Incentive Options are exercisable for the first
time  by  an  Option  Holder  in any calendar year, under the Plan or otherwise,
shall not exceed $100,000. For this purpose, the Fair Market Value of the Shares
shall  be  determined  as  of the date of grant of the Option. Incentive Options
granted to an Option Holder who is the holder of record of 10 percent or more of
the  outstanding  capital  stock of EKNO shall have an Option Price equal to 110
percent  of  the  Fair  Market  Value  of the Shares on the date of grant of the
Option,  and  the Option Period for any such Option shall not exceed five years.

     7.4  SHAREHOLDER  PRIVILEGES.  No  Option Holder shall have any rights as a
shareholder  with  respect  to  any Shares subject to an Option until the Option
Holder becomes the holder of record of such Shares. No adjustments shall be made
for  dividends  or  other  distributions  or other rights as to which there is a
record  date  preceding the date such Option Holder becomes the holder of record
of  such  Shares,  except  as  provided  in  article  IV.

                                  ARTICLE  VIII
                             RESTRICTED  STOCK  AWARDS

     8.1  GRANT.  Coincident  with or following designation for participation in
the  Plan,  the  Committee  may grant a Participant one or more Restricted Stock
Awards  as  may  be  determined  by  the  Committee.

     8.2  RESTRICTIONS.  A  Restricted  Stock  Award  shall  be  subject to such
restrictions,  including,  without limitation a Participant's continuous service
as  a  director or continuous employment by EKNO or an Affiliated Company, or an

                                       20


independent  contractor's  continuous service as a third-party service provider,
for  a  restriction  period  specified  by  the  Committee  or the attainment of
specified  performance  goals  and  objectives  determined by the Committee with
respect  to  such  Award.  The  Committee  in  its  sole  discretion may require
different  periods  of  employment  or  contractual  obligations  or  different
performance  goals  and  objectives  with  respect to different Participants, to
different  Restricted  Stock  Awards, or to separate, designated portions of the
Shares  comprising  a  Restricted  Stock  Award.  In  the  event of the death or
Disability  of  a  Participant, or the retirement of a Participant in accordance
with  EKNO's  established  retirement  policy,  all  employment period and other
restrictions  applicable to a Restricted Stock Award shall lapse with respect to
a pro rata portion of such Restricted Stock Award based on the ratio between the
number  of  full  months  of  employment completed at the time of termination of
employment  from the grant of the Restricted Stock Award and the total number of
months  of  employment  required  for  such  Restricted  Stock Award to be fully
nonforfeitable,  and  such  portion  of  the Restricted Stock Award shall become
fully nonforfeitable. The remaining portion of such Restricted Stock Award shall
be  forfeited  and immediately returned to EKNO. In the event of a Participant's
termination  of  employment for any other reason, any Restricted Stock Awards as
to which the employment period or other restrictions have not been satisfied (or
waived  or  accelerated  as  provided herein) shall be forfeited, and all Shares
related  thereto  shall  be  immediately  returned  to  EKNO.

     8.3  PRIVILEGES OF A SHAREHOLDER; TRANSFERABILITY. A Participant shall have
all  voting,  dividend,  liquidation,  and  other  rights with respect to Shares
received  a Restricted Stock Award under this article VIII upon his becoming the
holder  of  record  of such Shares, except that the Participant's right to sell,
encumber,  or otherwise transfer such Shares shall be subject to the limitations
of  section  13.2.

     8.4  ENFORCEMENT  OF RESTRICTIONS. The Committee shall cause a legend to be
placed  on  the  certificates  evidencing Shares issued pursuant to a Restricted
Stock  Award referring to the restrictions provided by sections 8.2 and 8.3 and,
in  addition,  may  in  its  sole discretion require the Participant to keep the
certificates  evidencing such Shares, duly endorsed, in the custody of EKNO or a
third  party  while  the  restrictions  remain  in  effect.

                                   ARTICLE  IX
                                   STOCK  UNITS

     Coincident with or following designation for participation in the Plan, the
Committee  may  grant a Participant one or more Stock Units as may be determined
by  the  Committee.  The  number  of Stock Units, the goals and objectives to be
satisfied  with  respect  to  each  grant of Stock Units, the time and manner of
payment  for each Stock Unit, and the other terms and conditions applicable to a
grant  of  Stock  Units  shall  be  determined  by  the  Committee.

                                    ARTICLE  X
                            STOCK  APPRECIATION  RIGHTS

     10.1  GRANT.  Coincident with or following designation for participation in
the  Plan,  the Committee may grant a Participant one or more Stock Appreciation
Rights  as  may be determined by the Committee. The Committee shall determine at
the  time  of  grant the period during which the Stock Appreciation Right may be
exercised,  which  period  may  not  commence until six months after the date of
grant.

                                       21


     10.2  EXERCISE.  If  a Stock Appreciation Right is issued in tandem with an
Option,  except  as  may  otherwise  be  provided  by  the  Committee, the Stock
Appreciation  Right  shall  be  exercisable  during  the period that its related
Option  is  exercisable. A Participant desiring to exercise a Stock Appreciation
Right  shall  give written notice stating the proportion of Shares and cash that
the  Participant  desires  to  receive  pursuant to the Stock Appreciation Right
exercised. Within 30 days after receipt of the notice, EKNO shall deliver to the
Participant  a  certificate  or certificates for Shares and/or a cash payment in
accordance with section 10.3. The date on which EKNO receives the written notice
shall  be  deemed  the  exercise  date.

     10.3  NUMBER  OF SHARES OR AMOUNT OF CASH. Subject to the discretion of the
Committee to substitute cash for Shares or Shares for cash, the number of Shares
to  be  issued  pursuant  to the exercise of a Stock Appreciation Right shall be
determined  by  dividing  (a)  the  total number of Shares as to which the Stock
Appreciation  Right  is  exercised,  multiplied  by the amount by which the Fair
Market  Value of a Share on the exercise date exceeds the Fair Market Value of a
Share  on  the  date  of  grant of the Stock Appreciation Right, by (b) the Fair
Market  Value  of  a  Share on the exercise date. Fractional shares shall not be
issued,  and in lieu thereof a cash adjustment shall be paid. In lieu of issuing
Shares  upon  the  exercise  of a Stock Appreciation Right, the Committee in its
sole discretion may elect to pay the cash equivalent of the Fair Market Value of
the  Shares  on  the exercise date for any or all Shares that would otherwise be
issuable  upon  exercise  of  the  Stock  Appreciation  Right.

     10.4  EFFECT OF EXERCISE. If a Stock Appreciation Right is issued in tandem
with  an  Option,  the  exercise  of the Stock Appreciation Right or the related
Option  shall  result in an equal reduction in the number of corresponding Stock
Appreciation  Rights  and  Shares  subject  to  the  related  Option.

     10.5 TERMINATION OF EMPLOYMENT. Upon a Participant s termination of service
as  an  employee  or a director, or an independent contractor of EKNO, any Stock
Appreciation  Rights  then  held by such Participant shall be exercisable within
the  time  periods, and upon the same conditions with respect to the reasons for
termination  of  employment,  as are specified in section 7.2(d) with respect to
Options.

                                   ARTICLE  XI
                               OTHER  STOCK  GRANTS

     From  time  to  time during the duration of this Plan, the Committee in its
sole  discretion  may  adopt one or more incentive compensation arrangements for
Participants  pursuant to which the Participants may acquire shares of Shares by
purchase,  outright  grant, or otherwise. Any such arrangements shall be subject
to  the  general provisions of this Plan, and all Shares issued pursuant to such
arrangements  shall  be  issued  under  this  Plan.

                                  ARTICLE  XII
                                CHANGE  IN  CONTROL

     Upon  a  Change  in  Control,  (a)  all  Options  shall  become immediately
exercisable  in  full during the remaining duration thereof and shall remain so,
whether  or  not  the Option Holders remain directors or employees of EKNO or an
Affiliated  Company,  or  independent  contractors of EKNO, (b) all restrictions
with respect to outstanding Restricted Stock Awards shall immediately lapse, (c)

                                       22


all Stock Units shall become immediately payable, and (d) all other Awards shall
immediately  become  exercisable  or shall vest, as the case may be, without any
further  action  or  passage  of  time.

                                  ARTICLE  XIII
                             RIGHTS  OF  PARTICIPANTS

     13.1 EMPLOYMENT AS EMPLOYEE OR INDEPENDENT CONTRACTOR. Nothing contained in
the  Plan  or any Award shall confer upon any Participant any right with respect
to the continuation of his employment by EKNO or an Affiliated Company, or as an
independent  contractor  or EKNO, or interfere in any way with the right of EKNO
or  an  Affiliated  Company,  subject  to  the  terms of any separate employment
agreement  or  independent  contractor agreement to the contrary, at any time to
terminate  such  employment  or  to increase or decrease the compensation of the
Participant  from  the  rate  in existence at the time of the grant of an Award.
Whether  an  authorized  leave  of absence, or absence in military or government
service, shall constitute a termination of employment shall be determined by the
Committee  at  the  time.

     13.2  TRANSFERABILITY.  No right or interest of any Participant in an Award
shall  be  assigned  or  transferred  during  the  lifetime  of the Participant,
voluntarily  or involuntarily, or subjected to any lien, directly or indirectly,
by  operation  of  law,  or  otherwise,  including execution, levy, garnishment,
attachment,  pledge,  or  bankruptcy. In the event of a Participant's death, his
rights  and  interests  in  Awards shall, to the extent provided in the Plan, be
transferable by will or the laws of descent and distribution, and payment of any
amounts  due under the Plan shall be made to, and exercise of any Options may be
made  by, the Participant's legal representatives, heirs, or legatees. If in the
opinion  of  the  Committee  a person entitled to payments or to exercise rights
with  respect  to  the  Plan  is disabled from caring for his affairs because of
mental  condition,  physical  condition,  or age, payment due such person may be
made  to,  and  such  rights  shall  be  exercised  by,  such person's guardian,
conservator,  or  other  legal  personal  representative  upon  furnishing  the
Committee  with  evidence  satisfactory  to  the  Committee  of  such  status.

     13.3  NO PLAN FUNDING. Obligations to Participants under the Plan shall not
be  funded, trusteed, insured, or secured in any manner. Participants shall have
no  security  interest in any assets of EKNO or any Affiliated Company and shall
be  only  general  creditors  of  EKNO.

                                   ARTICLE  XIV
                                     GENERAL

     14.1  INVESTMENT  REPRESENTATIONS.  EKNO  may require any Participant, as a
condition  of  exercising an Option or a Stock Appreciation Right or receiving a
Restricted  Stock  Award,  Stock  Unit,  or  grant  of  Shares,  to give written
assurances  in  substance and form satisfactory to EKNO that he is acquiring the
Shares  for  his  own  account  for  investment  purposes and not with a present
intention of selling or otherwise distributing the same and to such other effect
as  EKNO  deems  necessary  or  appropriate  in  order to comply with applicable
securities  laws.



14.2  SECURITIES  LAWS. (a) Each Award shall be subject to the requirement that,
if  at  any  time  EKNO  determines  that  the  listing,  registration,  or

                                       23


qualification  of  the Shares subject to such Award upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental or regulatory body, is necessary as a condition of or in connection
with  the  issuance  or  purchase  of  Shares  thereunder, such Award may not be
accepted  or  exercised  in  whole or in part unless such listing, registration,
qualification,  consent, or approval has been effected or obtained on conditions
acceptable  to  the Committee. Nothing herein shall be deemed to require EKNO to
apply  for  or  to  obtain  such  listing,  registration,  or  qualification.

     (b)  If  a Participant is an officer or director of EKNO within the meaning
of  section  16  of  the  Exchange  Act,  then  to the extent that section 16 is
applicable,  Awards shall be subject to all conditions required under Rule 16b-3
or  any successor rule to qualify the Award for an exemption from the provisions
of  section  16(b). Such conditions shall be set forth in the agreement with the
Participant  which  describes  the  Award.

     14.3  CHANGES  IN  ACCOUNTING RULES. Notwithstanding any other provision of
the  Plan  to  the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Awards occurs which, in the sole
judgment  of  the  Committee, may have a material adverse effect on the reported
earnings, assets, or liabilities of EKNO, the Committee shall have the right and
power  to  modify  as  necessary  any  then  outstanding  Awards as to which the
applicable  employment  or  other  restrictions  have  not  been  satisfied.

     14.4  OTHER  EMPLOYEE BENEFITS. The amount of any compensation deemed to be
received  by  a  Participant  as  a result of the exercise of an Option or Stock
Appreciation  Right, the sale of shares received upon such exercise, the vesting
of any Restricted Stock Award, distributions with respect to Stock Units, or the
grant  of  Shares shall not constitute "earnings" or "compensation" with respect
to  which  any  other  employee  benefits  of  such  Participant are determined,
including  without  limitation  benefits under any pension, profit sharing, life
insurance,  or  salary  continuation  plan.

     14.5  PLAN  AMENDMENT,  MODIFICATION, AND TERMINATION. The Committee may at
any  time  terminate, and from time to time may amend or modify the Plan, except
that  no  amendment or modification may become effective without approval of the
shareholders  if  shareholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, or if EKNO on the advice of
counsel  determines  that  shareholder  approval  is  otherwise  necessary  or
desirable.  No  amendment,  modification,  or  termination  of  the  Plan  shall
adversely  affect  any  Award  theretofore  granted  without  the consent of the
Participant  holding  such  Award.

     14.6 WITHHOLDING. (a) Requirement. EKNO's obligation to deliver Shares upon
the  exercise  of  any  Option  or  Stock Appreciation Right, the vesting of any
Restricted  Stock  Award,  payment  with  respect  to Stock Units, or a grant of
Shares  shall  be  subject  to  the Participant's satisfaction of all applicable
federal,  state,  and  local  income  and  other  tax  withholding requirements.

     (b) Withholding with Shares. At the time an Award is granted, the Committee
in  its sole discretion may grant the Participant an election to pay all or part
of  such  tax  withholding  by  electing  to  transfer  to EKNO, or to have EKNO
withhold  from  Shares  otherwise  issuable  to  the  Participant,  Shares
having  a  Fair  Market  Value  on  the  date of withholding equal to the amount
required  to  be  withheld  or  such  lesser  amount  as  may  be elected by the
Participant.  All  elections  shall be subject to the approval or disapproval of

                                       24


the Committee. Any such election by a Participant (a) shall be made prior to the
date  of withholding, (b) shall be irrevocable, and (c) if the Participant is an
officer or director of EKNO within the meaning of section 16 of the Exchange Act
of 1934, then to the extent that section 16 is applicable, the Participant shall
satisfy  the  requirements  of  section  16 and any applicable rules thereunder.

     (c)  Withholding  for  Non-Qualified  Options.  Upon  exercise  of  a  Non-
Qualified  Option,  the  Option  Holder shall make appropriate arrangements with
EKNO  to  provide  for the amount of additional withholding required by sections
3102  and  3402  of  the  Code  and  applicable state income tax laws, including
payment  of such taxes through delivery of Shares or by withholding Shares to be
issued  under  the  Option.

     (d)  Withholding  for  Incentive  Options.  If  an  Option  Holder  makes a
disposition  (as  defined  in section 424(c) of the Code) of any Shares acquired
pursuant  to  the  exercise  of an Incentive Option before the expiration of two
years  from  the  date on which the Incentive Option was granted or prior to the
expiration  of  one  year  from  the date on which the Option was exercised, the
Option  Holder  shall send written notice to EKNO at its principal office of the
date  of  such  disposition,  the  number  of  Shares disposed of, the amount of
proceeds  received  from such disposition, and any other information relating to
such  disposition  as  EKNO may reasonably request. The Option Holder shall then
make  appropriate arrangements with EKNO to provide for the amount of additional
withholding,  if  any,  required  by  sections  3102  and  3402  of the Code and
applicable  state  income  tax  laws.

     14.7  GOVERNING  LAW.  The  Plan  and  all  agreements  hereunder  shall be
construed  in  accordance  with and governed by the laws of the State of Nevada.

     14.8  DURATION.  Unless  sooner  terminated  by  the  Board, the Plan shall
terminate  on  May  22, 2002, and no Award shall be made after such termination.
Awards outstanding at the time of Plan termination may continue to be exercised,
or  become  free  of  restrictions,  or  be paid in accordance with their terms.



                                           EKNOWLEDGE  GROUP,  INC.


                                           By:  /s/  Gary  Saunders
                                                     Gary  Saunders
                                                     Chief  Executive  Officer

                                       25


EXHIBIT  23.4

                   CONSENT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS


We  hereby  consent  to  the  incorporation  by  reference  in  the  Form  S-8
Registration Statement of our report dated March 13, 2001 included in EKNOWLEDGE
GROUP,  INC.'s  Form  10-KSB  for  the  year  ended December 31, 2000 and to all
references  to  our  Firm  included  in  the  Registration  Statement.


                                           /s/  MERDINGER,  FRUCHTER,  ROSEN  &
                                                CORSO,  P.C.
                                                CERTIFIED  PUBLIC  ACCOUNTANTS


New  York,  New  York
May  22,  2001

                                       26
[{"type": "S-8", "sequence": "1", "filename": "r01fs8.txt", "description": "EKNOWLEDGE GROUP FORM S-8 FILING", "secsgml_size_bytes": 76241}]
{"company-data": {"conformed-name": "EKNOWLEDGE GROUP INC", "cik": "0001045284", "assigned-sic": "9995", "irs-number": "760430898", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62286", "film-number": "1654308"}, "business-address": {"street1": "24843 DEL PRADO #318", "city": "DANA POINT", "state": "CA", "zip": "92629", "phone": "9492489561"}, "mail-address": {"street1": "24843 DEL PRADO #318", "city": "DANA POINT", "state": "CA", "zip": "92629"}, "former-company": {"former-conformed-name": "RICHMOND SERVICES INC", "date-changed": "20000202"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             EKNOWLEDGE GROUP, INC.
             (Exact name of registrant as specified in its charter)

                              Nevada     76-040898
                                   (I.R.S. Employer
          (State or other jurisdiction of incorporation or organization)
                               Identification No.)

  1520  W.  Sixth  Street,  Suite  101,  Corona,  CA            92882
        ---------------------------------------       -------------------
   (Address  of  Principal  Executive  Offices)           (Zip  Code)

                          2001 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                 Karl Rodriquez
                       34700 Pacific Coast Hwy, Suite 303
                           Capistrano Beach, CA 92624
                                 (909) 372-2800
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
Title of           Amount to be    Proposed Maximum    Proposed Maximum    Amount of
Securities to be   Registered      Offering Price      Aggregate Offering  Registration
Registered                         Per Share           Price               Fee
---------------------------------------------------------------------------------------
$0.001 par value   3,138,000        $0.34               $1,066,920          $281.67
Common Stock
---------------------------------------------------------------------------------------
Totals            3,138,000        $0.34               $1,066,920          $281.67
---------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement  also  covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to  the  employee  benefit  plan  described herein.

(2)  The  proposed  maximum  offering  price  per  share of Common Stock and the
proposed  maximum aggregate offering price are calculated solely for the purpose
of determining the registration fee pursuant to Rule 457(h) under the Securities
Act  of  1933.  The  fee  for the shares being registered is based on a price of
$0.34  per  share,  which  was the average bid and asked prices of the Company's
Common  Stock  in  over-the-counter  trading  on  May  22,  2001.

                                        1

                                   PROPSECTUS

                             EKNOWLEDGE GROUP, INC.
                1520 W. Sixth Street, Suite 101, Corona, CA 92882
                                 (909) 372-2800

                       (3,138,000 SHARES OF COMMON STOCK)

     This Prospectus relates to the offer and sale by EKNOWLEDGE GROUP ("EKNO"),
a  Nevada  corporation (the "Company") of shares of its Common Stock, $0.001 par
value  (the "Common Stock") pursuant to its 2001 STOCK COMPENSATION PLAN whereby
certain  individuals  receive  stock  options to stimulate their involvement and
continued  involvement in the Company.  The Company is registering hereunder and
then  issuing upon receipt of adequate consideration therefore to its employees,
officers,  directors  or consultants shares of the Common Stock in consideration
for  services  rendered of to be rendered and payments made under the 2001 STOCK
COMPENSATION  PLAN.

     The  Common  Stock  is  not  subject to any restriction on transferability.
Recipients  of shares other than persons who are affiliate of the Company within
the  many  of the Securities Act of 1933 (the "Act") may sell all or part of the
shares  in  any  way  permitted  by  law including sales in the over-the-counter
market  at  prevailing  prices  at  the  time  of  such sale.  Shares registered
hereunder  are  being sold to both affiliates and non-affiliates of the Company.
An  affiliate  is,  summarily,  any  director,  executive officer or controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b)  of  the  Securities Act of 1934, as amended (the "Exchange Act")
which  would  limit  their discretion in transferring the shares acquired in the
Company.  If  the individual who is not now an affiliate becomes an affiliate of
the  Company  in  the  future;  he  would then be subject to Section I(b) of the
Exchange  Action  (See  General  Information  -  Restrictions  on  Resale).

     The  Company's  Common  Stock is listed on the OTC Bulletin Board under the
symbol  EKNO.

     THESE  SECURITIES  HAVE  NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR  HAS  THE  COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY  OF  THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                  The date of this Prospectus is May 29, 2001.

                                        2

This  Prospectus  is  not part of any Registration Statement which was filed and
been  effective  under  the Securities Act of 1933 as amended (the Act) and does
not  contain  all  of  the  information set forth in the Registration Statement,
certain  portions  of  which  have  seen  offered  pursuant  to  the  rules  and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto. A copy of any document
or  part  thereof incorporated by reference in this Prospectus but not delivered
herewith will be furnished without charge upon written or oral request. Requests
should be addressed to: EKNOWLEDGE GROUP, INC., 1520 W. Sixth Street, Suite 101,
Corona,  CA  92882  telephone  (909)  372-2800.

The  Company is subject to the reporting requirements of the Exchange Act and in
accordance  therewith  files  reports and other information with the Commission.
These  reports as well as the proxy statements, information statements and other
information  filed  by  the  Company  under the Exchange Act may be reviewed and
copied  at  the  public reference facilities maintained by the Commission at 450
Fifth  Street  N.C.  Washington  D.C.  20549.  Copies  may  be  obtained  at the
prescribed  rates.  In  addition  the  Common  Stock  is quoted on the automated
quotation  system  maintained by the National Association of Securities Dealers,
Inc.  (NASD).  Thus  copies  of  these  reports,  proxy  statements, information
statements and other information may also be examined at the offices of the NASD
at  1735  K  Street  N.C.  Washington  DC  20549.

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representation,  other  than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been  authorized by the Company. This Prospectus does not constitute an offer or
a  solicitation  by  anyone  in  any state in which such is not authorized or in
which  the  person  making  such  is  not  qualified or to any one to whom it is
unlawful  to  make  an  offer  or  solicitation.

 Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create any implication that there has not been a change in the
affairs  of  the  Company  since  the  date  hereof.

                                        3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM  1.  PLAN  INFORMATION

GENERAL  INFORMATION

THE  COMPANY

The  Company  has its principal offices at EKNOWLEDGE GROUP, INC., 1520 W. Sixth
Street,  Suite  101,  Corona,  CA  92882.

PURPOSES

     The  Common  Stock will be issued by the Company pursuant to its 2001 STOCK
COMPENSATION  PLAN,  which  has  been  approved by the Board of Directors of the
Company (the "Board of Directors"). The 2001 STOCK COMPENSATION PLAN is hoped to
provide  a  method  whereby  the  Company's  current  employees and officers and
non-employee  directors  and consultants may be stimulated and allow the Company
to  secure  and  retain highly qualified employees and officers and non-employee
directors  and  consultants, thereby advancing the interests of the Company, and
all  of  its  shareholders.  A copy of the 2001 STOCK COMPENSATION PLAN has been
filed  as  an  exhibit  to  this  Registration  Statement.

COMMON  STOCK

     The  Board  has  authorized  the  issuance of up to 3,138,000 shares of the
Common  stock  pursuant  to  the  Company's  2001  STOCK  COMPENSATION PLAN upon
effectiveness  of  this  registration  Statement.

THE  COMPANY  2001  STOCK  COMPENSATION  PLAN

     The  Company  has  established  a 2001 STOCK COMPENSATION PLAN which awards
stock  options  in  an  effort  to further compensate its existing employees and
officers  and  non-employee  directors  and  consultants, secure their continued
employment  effort,  and  attract highly qualified employee's and consultants as
they  are  needed.

NO  RESTRICTIONS  ON  TRANSFER

     Upon  the exercise of an option, that individual will become the record and
beneficial  owners  of the shares of Common Stock upon issuance and delivery and
are  entitled to all of the rights of ownership, including the right to vote any
shares  awarded  and  to  receive  ordinary  cash dividends on the Common Stock.

TAX  TREATMENT  TO  THE  INDIVIDUAL  WHO  EXERCISES  THE  OPTION

     The  individuals receiving shares of common stock pursuant to the exercises
of  an option or options at an exercise price below the fair market value of the
shares  on  the  date of exercise, the difference between the exercise price and
the  fair  market  value  of  the  stock  on  the date of exercise may be deemed
ordinary  income  for  federal  income  tax  purposes. The recipient is urged to

                                        4

consult  his  tax  advisor  on  this  matter.  Further,  if  any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue  of  taxation.

TAX  TREATMENT  TO  THE  COMPANY

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the  foregoing  discussion may be an expense deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient  recognizes  income.

RESTRICTIONS  OF  RESALES

     In  the  event  that  an affiliate of the Company acquires shares of Common
Stock  hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in  the  event that any affiliate acquiring shares hereunder has
sold  or  sells  any  shares  of  Common  Stock  in  the six months preceding or
following  the  receipt of shares hereunder, any so called "profit", as computed
under  Section 16(b) of the Exchange Act, would be required to be disgorged from
the  recipient  to  the Company. Services rendered have been recognized as valid
consideration  for  the  "purchase"  of  shares  in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for  the  purpose of any "profit" computation under 16(b) the price paid for the
common  stock  issued  to affiliates is equal to the value of services rendered.
Shares  of  common Stock acquired hereunder by persons other than affiliates are
not  subject  to  Section  16(b)  of  the  Exchange  Act.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

A  copy  of  any  document  or  part  hereof  incorporated  by reference in this
Registration  Statement  but  not delivered with this Prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request. Requests should be
addressed  to:  EKNOWLEDGE GROUP, INC., 1520 W. Sixth Street, Suite 101, Corona,
CA  92882  telephone  (909)  372-2800.

                                        5

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The following documents filed by EKNOWLEDGE, INC. (the "Company") under the
Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

          (a)  The  Company's  Annual  Report on Form 10-KSB for the fiscal year
ended  December  31,2000;

          (b)  All  other reports filed by the Company pursuant to Section 13(a)
or  15(d)  of  the  Exchange  Act  since  December  31,  2000;  and

          (c)  The  description  of  the Company's Common Stock contained in the
Company's  Registration  Statement filed with the SEC under the Exchange Act and
subsequent  amendments  and  reports  filed  to  update  such  description.

     All  documents  filed  by the Company pursuant to Sections 13(a), 13(c), 14
and  15(d) of the Exchange Act after the date of this Registration Statement and
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then  remaining  unsold, shall be deemed to be incorporated by reference in this
Registration  Statement  and  to be a part hereof from the date of the filing of
such  documents.

     Any  statement  contained  in  a  document incorporated by reference herein
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement  to  the  extent  that  a  statement contained in a subsequently filed
document  which  is also incorporated by reference herein modified or superseded
such  statement.

Item  4.  DESCRIPTION  OF  SECURITIES

     Not  applicable.

Item  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable.

Item  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

The  Company's  by-laws,  in  accordance  with  the  Nevada  Statutes,  provide
that  to  the extent he/she is otherwise fairly and reasonably entitled thereto,
the Company shall indemnify a Director or Officer, a former Director or Officer,
or  a person who acts or acted at the Company's request as a Director or Officer
of a body corporate of which the Corporation is or was a shareholder or creditor
(or  a  person  who  undertakes or has undertaken any liability on behalf of the
Company  or  any  such  body  corporate and his heirs and legal representatives,
against  all  costs, charges and expenses, including an amount paid to settle an
action  or  satisfy  a  judgment,  reasonably  incurred by him in respect of any

                                        6

civil,  criminal  or  administrative  action or proceeding to which he is made a
party  by reason of being or having been a Director or Officer of the Company or
such  body  corporate,  if

          (a)  he  acted  honestly  and  in  good  faith with a view to the best
interests  of  the  Company;  and

          (b)  in  the case of a criminal or administrative action or proceeding
that  is enforced by a monetary penalty, he had reasonable grounds for believing
that  his  conduct  was  lawful.

     The  Nevada  Statutes provide that directors shall not be personally liable
to  the Company or its shareholders for monetary damages for breach of fiduciary
duty  as  a  director  except for liability (i) for any breach of the directors'
duty  of  loyalty to the Company or its shareholders, (ii) for acts or omissions
not  in  good  faith  or  which  involved  intentional  misconduct  or a knowing
violation of law, (iii) for authorizing a distribution that is unlawful, or (iv)
for  any  transaction  from  which  the  director  derived  an improper personal
benefit.  Such  provision  protects  directors  against  personal  liability for
monetary  damages  for  breaches  of  their  duty  of  care.

     The  Company  may  purchase  and  maintain insurance for the benefit of its
Directors  and Officers as such, as the Board of directors may from time to time
determine.

Item  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

Item  8.  EXHIBITS

Exhibit  No.     Description

4                          Not  Required

5                          Opinion  of  Tracy  R.  Neal  regarding the  legality
                           of  the  securities registered.*

10                         2001  Stock  Compensation  Plan*

15                         Not  Required

23.1                       Consent of Tracy R. Neal, special counsel to
                           registrant, filed as a part of Exhibit  5  hereof.*

23.2                       Consent  of  Merdinger,  Fruchter,  Rosen  &  Corso,
                           PC,  Certified Public Accountants*

27                         Not  Required

28                         Not  Required

29                         Not  Required

*Filed  herewith

                                        7

Item  9.  UNDERTAKINGS

The  undersigned  Company  hereby  undertakes:

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

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities  Act  of  1933;

     (ii)  To  reflect  in  the prospectus any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the 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.

(4)  The  undersigned  registrant  hereby  undertakes  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.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 that the payment by the Company of expenses incurred or
paid  by  a  director,  officer,  or  controlling  person  of the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer,  or  controlling  person  of  the  Company in the successful
defense  of  that  action  suit,  or  proceeding)  is asserted by such director,
officer,  or  controlling  person  in  connection  with  the  securities  being
registered,  the  Company  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  of  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.

                                        8

                                   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  or amendment to be signed on its behalf by the undersigned, thereunto
duly  authorized, in the City of Corona, State of California, on the 29th day of
May,  2001.

                                           EKNOWLEDGE  GROUP,  INC.

                                           By:  /s/  Gary  Saunders
                                                     Gary  Saunders
                                                     Chief  Executive  Officer

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

By:  /s/  Eric  Fronk
          Eric  Fronk,  Chief  Financial  Officer

Dated:  May  29,  2001

By:  /s/  Paul  Donion
          Paul  Donion,  President  and  Chief  Operating  Officer

Dated:  May  29,  2001

By:  /s/  Gary  Saunders
          Gary  Saunders,  Board  of  Directors

Dated:  May  29,  2001

By:  /s/  Scott  Hildebrandt
          Scott  Hildebrandt,  Board  of  Directors

Dated:  May  29,  2001

By:  /s/  Christopher  DeSantis
          Christopher  DeSantis,  Board  of  Directors

Dated:  May  29,  2001

By:  /s/  Wayne  Saunders
          Wayne  Saunders,  Board  of  Directors

Dated:  May  29,  2001

                                        9

                                  EXHIBIT INDEX

Exhibit  No.     Description
4                     Not  Required

5                     Opinion  of  Tracy  R.  Neal  regarding  the  legality  of
                      the  securities registered.*

10                    2001  Stock  Compensation  Plan*

15                    Not  Required

23.1                  Consent of Tracy R. Neal, special counsel to registrant,
                      filed as a part of Exhibit  5  hereof.*

23.2                  Consent  of  Merdinger,  Fruchter,  Rosen  &  Corso,  PC*

27                    Not  Required

28                    Not  Required

29                    Not  Required

*Filed  herewith.

                                       10

EXHIBIT  5

                           LETTERHEAD OF TRACY R. NEAL

May  22,  2001

EKNOWLEDGE  GROUP
1520  W.  Sixth  Street,  Suite  101
Corona,  CA  92882

Gentlemen,

     We  refer  to  the  Registration  Statement  on  Form  S-8  (the
"Registration Statement") to be filed by EKNOWLEDGE GROUP, INC. ("Company") with
the  Securities  and  Exchange  Commission  under the Securities Act of 1933, as
amended  (the  "Act").  The  Registration  Statement  relates to an aggregate of
3,138,000  shares of the Common Stock of the Company, par value $0.001 per share
(the  "Shares")  pursuant  to  the  2001  Stock  Compensation  Plan.

     As  special  counsel  for  the  Company,  we  have  examined such corporate
records,  documents  and such question of law as we have considered necessary or
appropriate  for  purposes  of  this  opinion  and,  upon  the  basis  of  such
examination, advise you that in our opinion, all necessary corporate proceedings
by  the Company have been duly taken to authorize the issuance of the Shares and
that  the  Shares  being registered pursuant to the Registration Statement, when
issued  will  be duly authorized, legally issued, fully paid and non-assessable.
This  opinion  does  not cover any matters related to any re-offer or re-sale of
the  shares by and Plan Beneficiaries, once properly and legally issued pursuant
to  the  Plan  as  described  in  the  Registration  Statement.

     We  hereby  consent  to  the  filing  of  this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we  are  a  person  whose  consent is required to be filed with the Registration
Statement  under  the  provisions  of  the  Act. This opinion is not to be used,
circulated,  quoted  or  otherwise referred to for any other purpose without our
prior  written  consent.  This  opinion is based on our knowledge of the law and
facts  as  of  the  date  hereof. This opinion does not address or relate to any
specific  state  securities  laws.  We  assume  no  duty to communicate with the
Company  in  respect  to  any  matter  which  comes  to our attention hereafter.

                                   Cordially,

                                   By:  /s/  TRACY  R.  NEAL
                                             Tracy  R.  Neal

                                       11

EXHIBIT  10

                              EKNOWLEDGE  GROUP,  INC.
                          2001  STOCK  COMPENSATION  PLAN

                                    ARTICLE  I
                                  INTRODUCTION

     1.1  ESTABLISHMENT.  EKNOWLEDGE GROUP, INC., a Nevada corporation, ("EKNO")
hereby  establishes the 2001 Stock Compensation Plan (the "Plan"), which permits
the  grant of stock options, restricted stock awards, stock appreciation rights,
stock units, and other stock grants (the "options") to certain directors and key
employees  of  EKNO,  and  certain  independent  contractors,  including  both
individuals  and  companies,  providing  certain  services  to  EKNO.

     1.2 PURPOSES. The purposes of the Plan are (a) to provide directors and key
employees  selected  for  participation  in  the  Plan  with added incentives to
continue in the service of EKNO; (b) to create in such directors and employees a
more  direct  interest  in  the  success  of  the operations of EKNO by relating
compensation  to the achievement of long-term corporate economic objectives; (c)
to  attract  and  retain directors and key employees by providing an opportunity
for  investment  in  EKNO;  (d)  to  obtain  services  for EKNO from independent
contractors,  for  services,  including, but not limited to, advertising, public
relations, consulting, at reduced compensation or at rates and/or on terms which
are  otherwise  negotiated  favorably  to  EKNO.

     1.3  EFFECTIVE  DATE. The effective date of the Plan shall be the Effective
Date,  which  is  the date on which it was approved by the Board of Directors of
EKNO.

                                   ARTICLE  II
                                   DEFINITIONS

     Throughout  the  Plan,  except  when  the  context indicates otherwise, the
masculine  gender  shall  include  the  feminine, and the use of any term in the
singular  shall  include the plural. The following terms shall have the meanings
set  forth:

     "Affiliated  Company" shall mean any corporation or other entity (including
without  limitation  a  partnership)  that is affiliated with EKNO through stock
ownership or otherwise and is treated as a common employer under sections 414(b)
and  414(c) of the Code, including, without limitation, any parent or subsidiary
of  EKNO  as  defined  in  section  424  of  the  Code.

     "EKNO"  shall  mean  EKNOWLEDGE  GROUP, INC., a Nevada corporation, and any
Affiliated  Company.

     "Award"  shall  mean  an  Option,  a  Restricted  Stock  Award,  a  Stock
Appreciation  Right,  a Stock Unit, a grant of Shares pursuant to article XI, or
another  issuance  of  Shares  hereunder.

     "Board"  shall  mean  the  board  of  directors  of  EKNO.

     A  "Change  in  Control" shall mean the occurrence of any of the following:
(a)  a  "person" (within the meaning of section 13(d) of the Securities Exchange
Act  of  1934,  as  amended ("Exchange Act")) becomes the "beneficial owner" (as

                                       12

defined in Rule 13d-3 promulgated thereunder) of Shares or capital stock of EKNO
or  EKNO's successor having 30 percent or more of the total number of votes that
may  be  cast for the election of directors or (b) individuals who are directors
of  EKNO  at  the  beginning  of  a 24-month period cease to constitute at least
two-thirds  of  all  directors  at  any  time  during  such  period.

     "Code"  shall  mean the Internal Revenue Code of 1986, as amended from time
to  time.

     "Disabled"  or  "Disability"  shall  have  the meaning set forth in section
22(e)(3)  of  the  Code.

     "Effective  Date"  shall  have  the  meaning  set  forth  in  section  1.3.

     "Eligible  Parties"  shall  mean  directors  and key employees of EKNO, and
Independent  Contractors  of  EKNO.

     "Fair  Market  Value"  of  a  Share  shall  mean  its  fair market value as
determined  by the Committee in good faith in accordance with section 422 of the
Code.

     "Incentive  Option"  shall mean an Option designated as such and granted in
accordance  with  section  422  of  the  Code.

     "Independent  Contractors" shall mean certain third parties, including both
individuals and companies, that are neither directors nor key employees of EKNO,
and  who  provide  certain  services  to  EKNO,  including,  but not limited to,
advertising,  public  relations,  marketing,  and  consulting,  on  an  on-going
contractual  basis  for reduced, or otherwise favorably-negotiated compensation,
part  of  which  is  based  on  the  Options.

     "Non-Qualified  Option"  shall  mean  any  Option  other  than an Incentive
Option.

     "Option" shall mean a right to purchase Shares at a stated or formula price
for  a  specified  period  of  time and shall be either an Incentive Option or a
Non-Qualified  Option.

     "Option  Holder"  shall mean a Participant who has been granted one or more
Options.

     "Option  Price"  shall  mean the price at which Shares subject to an Option
may  be  purchased,  as  determined  in  accordance  with  section  7.2(b).

     "Participant"  shall  mean  key  employees,  directors,  consultants  and
suppliers  of  the  Company and any of its subsidiaries, as the Committee in its
sole  discretion  determines to be significantly responsible for the success and
future  growth  and  profitability  of  the  Company  and whom the Committee may
designate from time to time to receive Stock Options under the Plan. Designation
of  a  participant in any year shall not require the Committee to designate such
person  to  receive  a  Stock  Option  in any other year or, once designated, to
receive the same type or amount of Stock Option as granted to the participant in
any  other year. The Committee shall consider such factors as it deems pertinent
in  selecting  participants  and  in  determining  the  type and amount of their
respective  Stock  Options.

                                       13

     "Plan"  shall  mean  this  2001  Stock  Compensation  Plan.

     "Restricted  Stock Award" shall mean an Award of Shares granted pursuant to
article  VIII  that  is  subject  to  restrictions  imposed  in  article  VIII.

     "Share"  shall mean a share of the Common Stock, par value $0.01 per share,
of  EKNO.

     "Stock  Appreciation  Right" shall mean the right, granted by the Committee
pursuant  to  the  Plan,  to receive a payment equal to the increase in the Fair
Market  Value  of  a  Share  subsequent  to  the  grant  of  such right. A Stock
Appreciation  Right  may  entitle  a  Participant  to receive a number of Shares
(without any payment to EKNO, except for applicable withholding taxes), cash, or
Shares and cash, as determined by the Committee in accordance with section 10.3.

     "Stock Option Agreement" shall mean Stock Options evidenced by an agreement
(which  need  not  be  identical) in such form as the Committee may from time to
time  approve;  PROVIDED, HOWEVER, that in the event of any conflict between the
provisions  of the Plan and any such agreement, the provisions of the plan shall
prevail.

     "Stock  Unit"  shall  mean a measurement component equal to the Fair Market
Value  of  a  Share  on  the  date  of  determination.

                                   ARTICLE  III
                                 ADMINISTRATION

     The  Plan  shall  be administered by the Board of Directors. Members of the
Board  of  Directors  shall  be  appointed from time to time by the Board, shall
serve  at  the  pleasure  of  the Board, and may resign at any time upon written
notice  to  the  Board. Consistent with the Plan, the Board of Directors, in its
sole  discretion,  shall  select  Participants  from among the Eligible Parties,
shall determine Awards, the number of Stock Units, Stock Appreciation Rights, or
Shares  to  be  subject  to Awards, and the time at which Awards are to be made,
shall  fix the Option Price and the period and manner in which an Option becomes
exercisable,  and shall establish the duration and nature of the restrictions in
Restricted Stock Awards, the terms and conditions applicable to Stock Units, and
such  other terms and requirements of the compensation incentives under the Plan
as  the  Board  of  Directors  may  deem  necessary  or  desirable. The Board of
Directors  shall determine the form or forms of the agreements with Participants
that  evidence  the particular provisions, terms, conditions, rights, and duties
of  EKNO  and the Participants with respect to Awards, which provisions need not
be  identical  except as may be provided herein. The Board of Directors may from
time  to  time adopt such rules and regulations to carry out the purposes of the
Plan  as  it  may  deem  proper  and in the best interests of EKNO. The Board of
Directors in its sole discretion may correct any defect, supply any omission, or
reconcile  any  inconsistency  in  the  Plan  or  in  any agreement entered into
hereunder  in  the manner and to the extent it deems expedient. No member of the
Board  of Directors shall be liable for any action or determination made in good
faith.  The  determinations,  interpretations, and other actions of the Board of
Directors pursuant to the Plan shall be binding and conclusive for all purposes.

                                       14

                                   ARTICLE  IV
                                 SUBJECT  SHARES

     4.1 NUMBER. The number of Shares that are authorized for issuance under the
Plan  shall not exceed 3,138,000. This number may be increased from time to time
by  the Board, or if, in the opinion of counsel to EKNO, shareholder approval is
required.  Shares  that  may  be  issued  upon  exercise  of  Options  or  Stock
Appreciation  Rights  or  that  are  issued  with  respect  to Stock Units or as
Restricted  Stock Awards, incentive compensation, or other grants under the Plan
shall  reduce  the  number of Shares available for issuance under the Plan. EKNO
shall  at  all  times during the term of the Plan and while any Options or Stock
Units  are outstanding reserve as authorized but unissued at least the number of
Shares  from  time  to  time  required  under the Plan. Any Shares subject to an
Option  that  expires  or is terminated or canceled before exercise shall become
available  again  for  issuance  under  the  Plan.

     4.2  ADJUSTMENTS  FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If at any time EKNO
increases  or  decreases  the number of Shares outstanding or changes the rights
and  privileges  of  such  Shares  through  the payment of a stock dividend, the
making  of any other distribution payable in Shares, a stock split, subdivision,
consolidation,  or  combination  of  Shares,  or  a  reclassification  or
recapitalization  involving the Shares, then the numbers, rights, and privileges
of  Shares  as  to  which  Awards  may  be granted and Shares then subject to an
outstanding Award shall be increased, decreased, or changed in like manner as if
such  Shares  had  been  issued  and  outstanding (as determined by the Board of
Directors  in  its  sole  discretion).

     4.3  OTHER  DISTRIBUTIONS  AND CHANGES. If at any time (a) EKNO distributes
with  respect  to  the  Shares  assets  or securities of persons other than EKNO
(excluding  cash  or distributions described in section 4.3), or (b) EKNO grants
to  the  holders  of  its  Shares  generally  rights  to  subscribe pro rata for
additional  Shares  or other securities of EKNO, or (c) any other change (except
as  described in section 4.2) occurs in the number or kind of outstanding Shares
or  other  securities  into  which  the Shares are changed or for which they are
exchanged,  and if the Board of Directors in its discretion determines that such
event  equitably  requires an adjustment in the number or kind of Shares subject
to  an Award, an adjustment in an Option Price, or the taking of other action by
the  Board  of  Directors,  including,  without limitation, the setting aside of
property  for  delivery to the Participant upon the exercise of an Option or the
full  vesting  of  an  Award, then such adjustments shall be made and such other
action  shall  be taken by the Board of Directors and shall be effective for all
purposes  and  on each outstanding Award affected. Notwithstanding the foregoing
and  pursuant  to  section  8.3,  a  Participant  holding  Shares  received as a
Restricted  Stock  Award  shall have the right to receive all amounts, including
cash  and  property  of  any  kind,  distributed with respect to the Shares upon
becoming  a  holder  of  record  of  the  Shares.

     4.4 GENERAL ADJUSTMENT RULES. No adjustment or substitution provided for in
this  article  IV  shall require EKNO to issue a fractional Share, and the total
substitution  or  adjustment  with  respect  to  each  Award shall be limited by
deleting  any  fractional Share. In such case, the total Option Price for Shares
then subject to an Option shall remain unchanged, but the Option Price per Share
shall  be equitably adjusted by the Board of Directors to reflect the greater or
lesser number of Shares or other securities into which the Shares subject to the
Option  may  have  been  changed. Appropriate adjustments shall be made to other

                                       15

Awards  to  reflect  any  such substitution or adjustment. All adjustments under
this  article  IV  shall  be made by the Board of Directors, whose determination
shall  be  final  and  binding  upon  all  parties.

                                    ARTICLE  V
                            CORPORATE  REORGANIZATION

     5.1  REORGANIZATION. Upon the occurrence of any of the following events, if
the  notice provided in section 5.2 has been given, the Plan and all outstanding
Options  shall  terminate  and  be of no further force and effect, and all other
outstanding  Awards  shall  be  treated in accordance with sections 5.2 and 5.3,
without  the  necessity  for  any  additional  action  by  the  Board  or  EKNO:
          (a)  the  merger  or  consolidation  of  EKNO  with  or  into  another
corporation  or  other  reorganization  (other  than  a reorganization under the
United  States  Bankruptcy Code) of EKNO (other than a consolidation, merger, or
reorganization  in  which  EKNO  is the surviving corporation and which does not
result  in  any  reclassification  or  change  of  outstanding  Shares);

          (b)  the  sale or conveyance of the property of EKNO as an entirety or
substantially  as  an  entirety  (other  than a sale or conveyance in which EKNO
continues  as holding company of an entity or entities that conduct the business
or  business  formerly  conducted  by  EKNO);  or

          (c)  the  dissolution  or  liquidation  of  EKNO.

     5.2 REQUIRED NOTICE. At least 30 days' written notice of an event described
in  section  5.1  shall  be  given by EKNO to each Option Holder and Participant
unless  (a)  in the case of events described in sections 5.1(a) and 5.1(b), EKNO
or  the  successor or purchaser shall make adequate provision for the assumption
of  the  outstanding  Options  or  the substitution of new options on comparable
terms,  except that an Option Holder shall have the right thereafter to purchase
the kind and amount of securities or property or cash receivable upon such event
by  a holder of the number of Shares that would have been received upon exercise
of  the  Option immediately prior to the occurrence of such event (assuming that
such holder failed to exercise any rights of election and received per Share the
kind  and  amount of property received per Share by the holders of a majority of
the  non-electing  Shares)  or (b) EKNO or the successor or purchaser shall make
adequate  provision  for the adjustment of outstanding Awards other than Options
so that such Awards shall entitle the Participant to receive the kind and amount
of  securities or property or cash receivable upon such event by a holder of the
number  of  Shares  that  would  have  been  received with respect to such Award
immediately  prior  to  the  occurrence of such event (assuming that such holder
failed  to  exercise  any rights of election and received per share the kind and
amount  of  property  received  per  Share  by  the holders of a majority of the
non-electing  Shares).  This  article  V  shall  similarly  apply  to successive
mergers, consolidations, reorganizations, sales, or conveyances. Notice shall be
deemed  to  have  been  given when delivered personally to a Participant or when
mailed  to  a  Participant  by  certified  mail,  postage  prepaid,  at  such
Participant's  address  last  known  to  EKNO.

     5.3  ACCELERATION  OF  EXERCISE.  Participants  notified in accordance with
section  5.2 may exercise their Options at any time before the occurrence of the
event  requiring the giving of notice (but subject to occurrence of such event),
regardless  of whether all conditions of exercise relating to length of service,
attainment  of  financial  performance  goals, or otherwise have been satisfied.
Upon  the giving of notice in accordance with section 5.2, all restrictions with
respect to Restricted Stock Awards and other Awards shall lapse immediately, all

                                       16

Stock  Units shall become payable immediately, and all Stock Appreciation Rights
shall become exercisable. Any Options, Stock Appreciation Rights, or Stock Units
that are not assumed or substituted under section 5.2(a) or 5.2(b) and that have
not  been  exercised  prior  to  the  event  described  in  section  5.1  shall
automatically  terminate  upon  the  occurrence  of  such  event.

     5.4  LIMITATION  ON PAYMENTS. If this article V would result in the receipt
by  any  Participant of a payment within the meaning of section 280G of the Code
and  the  regulations  promulgated thereunder and if the receipt of such payment
(together  with  any  other payment) by any Participant would, in the opinion to
counsel  to  EKNO,  result  in the payment by such Participant of any excise tax
provided  for in section 4999 of the Code, then the amount of such payment shall
be reduced to the extent required, in the opinion of independent tax counsel, to
prevent  the  imposition  of  such excise tax, except that the Committee, in its
sole  discretion, may authorize the payment of all or part of the amount of such
reduction  to  the  Participant.

                                   ARTICLE  VI
                                  PARTICIPATION

     Participants  shall  be  those Eligible Parties who, in the judgment of the
Committee,  are  performing,  or  during the term of their incentive arrangement
will  perform,  vital  services in the management, operation, and development of
EKNO  or  an Affiliated Company and contribute significantly, or are expected to
contribute  significantly,  to  the  achievement of long-term corporate economic
objectives, and/or, additionally in the case of independent contractors, furnish
services  to  EKNO  at  reduced  rates or on other terms which are significantly
favorable  to  EKNO.  Participants  may be granted from time to time one or more
Awards,  except that the grant of each Award shall be separately approved by the
Committee, and receipt of one Award shall not result in automatic receipt of any
other  Award. Upon determination by the Committee that an Award is to be granted
to  a  Participant,  written  notice  shall  be  given  specifying  the  terms,
conditions,  rights,  and  duties  related  thereto.  Each Participant shall, if
required  by  the  Committee, enter into an agreement with EKNO, in such form as
the  Committee  shall  determine consistent with the Plan specifying such terms,
conditions,  rights,  and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Committee, which date shall be the
date  of  any  related  agreement  with  the  Participant.  In  the event of any
inconsistency  between  the  Plan  and any such agreement, the provisions of the
Plan  shall  govern.

                                   ARTICLE  VII
                                     OPTIONS

     7.1  GRANT  OF  OPTIONS.  Coincident  with  or  following  designation  for
participation in the Plan, a Participant may be granted one or more Options. The
Committee  in  its  sole  discretion  shall  designate  whether  an Option is an
Incentive  Option  or  a  Non-Qualified  Option. The Committee may grant both an
Incentive Option and a Non-Qualified Option to a Participant at the same time or
at  different times. Incentive Options and NonQualified Options, whether granted
at  the same time or at different times, shall be deemed to have been awarded in
separate  grants  and  shall  be  clearly  identified, and in no event shall the
exercise  of  one Option affect the right to exercise any other Option or affect
the  number  of  Shares  for  which any other Option may be exercised, except as
provided  in  section  7.2(b).

                                       17

     7.2  OPTION  CERTIFICATE.  Each  Option  granted  under  the  Plan shall be
evidenced  by  an  Option  Certificate,  incorporating  and  conforming  to  the
following:

     (a)  Price.  The  price  at  which  each  Share  may  be purchased shall be
determined  in  each  case  by  the  Committee  and  set  forth  in  the  Option
Certificate,  but  in  no  event shall the price be less than 100 percent of the
Fair  Market  Value  of  the  Shares  on  the  date  of  grant.

     (b)  Duration of Options; Restrictions on Exercise. Each Option Certificate
shall  state the period, as determined by the Committee, within which the Option
may be exercised. Such period shall end no more than ten years from the date the
Option is granted. The Option Certificate shall also set forth such restrictions
on  exercise  of  the Option during such period, if any, as may be determined by
the Committee. No Option may be exercised for at least six months after the date
of grant. Each Option shall become exercisable over such period of time, if any,
or  upon  such  events,  as  may  be  determined  by  the  Committee.

     (c)  Termination  of  Service,  Death,  Disability,  etc. The Committee may
specify  the  period,  if  any, after which an Option may be exercised following
termination of the Option Holder's employment or service as a director, or as an
independent  contractor.  The  effect of this section 7.2(d) shall be limited to
determining  the  consequences  of  a  termination,  and nothing in this section
7.2(d) shall restrict or otherwise interfere with EKNO's discretion with respect
to  the  termination  of  any  individual's  employment  or  of  any independent
contractor's  contract,  or  the  shareholders'  discretion  with respect to the
election  of  directors.  If  the  Committee  does  not  otherwise  specify, the
following  shall  apply:

          (i)  If  the employment, service or independent contract of the Option
Holder  terminates  for  any  reason  other  than death or Disability within six
months  after  the date the Option is granted or if the employment, contract, or
service of the Option Holder is terminated within the Option Period for "cause,"
as  determined by EKNO, the Option shall thereafter be void for all purposes. As
used in this section 7.2(d), "cause" shall mean a gross violation, as determined
by  EKNO,  of  EKNO's established policies and procedures or willful misconduct.

          (ii)  The  Option  may be exercised by the Option Holder if he becomes
Disabled,  and  the  Option may be exercised by the persons specified in section
7.2(d)(iv)  if  the Option Holder dies, within one year following his Disability
(except  that  exercise  shall occur during the duration of the Option), but not
thereafter.  In  any such case, the Option may be exercised only as to Shares as
to  which  it had become exercisable on or before the date of the termination of
the  Option  Holder's  employment  because  of  Disability  or  death.

          (iii) If the Option Holder is no longer a director of EKNO or employed
by  EKNO  or  an Affiliated Company, or an independent contractor of EKNO during
the  duration  of  the  Option  for any reason other than "cause," Disability or
death,  and  such  termination  occurs  more than six months after the Option is
granted,  the  Option  may  be  exercised  by the Option Holder within three (3)
months  following  the date of such termination (except that such exercise shall
occur  during  the duration of the Option) but not thereafter. In any such case,
the  Option  may  be  exercised only as to the shares as to which the Option had

                                       18

become  exercisable  on  or  before  the  date  of  termination  of  employment.

          (iv) If the Option Holder dies during the duration of the Option while
still  employed  or  under contract or within the one-year period referred to in
section 7.2(d)(ii) or the three-month period referred to in section 7.2(d)(iii),
the Option may be exercised by those entitled to do so under the Option Holder's
will  or  by  the  laws  of  descent  and  distribution.

     (d)  Transferability.  No Option shall be transferable by the Option Holder
except  by  will  or  the  laws  of  descent  and  distribution.  Each Option is
exercisable  during the Option Holder's lifetime only by him, or in the event of
Disability  or  incapacity,  by  his  guardian  or  legal  representative.

     (e)  Consideration for Grant of Option. Each Option Holder agrees to remain
in  the  service  of  EKNO  as a director or in the employment of EKNO, or as an
independent  contractor,  at the pleasure of EKNO, for a continuous period of at
least  one  year  after  the  date  the Option is granted, and in the case of an
employee  at  the salary rate in effect on the date of the Option Certificate or
at  such changed rate as may be fixed from time to time by EKNO. Nothing in this
paragraph  shall limit or impair EKNO's right to terminate the employment of any
employee  or  independent contractor or the shareholders' rights with respect to
the  election  of  directors.

     (f) Manner of Exercise. An Option shall be exercised by delivery to EKNO of
written notice specifying the number of Shares with respect to which such Option
is  exercised.  The  purchase  of  such Shares shall take place at the principal
offices  of EKNO within 30 days following delivery of such notice, at which time
the  Option  Price  of  the Shares with respect to which the Option is exercised
shall  be  paid  in  full by any of the methods set forth below or a combination
thereof. Except as set forth in the next sentence, the Option shall be exercised
when  the  Option  Price  for  the  number  of  Shares as to which the Option is
exercised  is  paid  to  EKNO in full. If the Option Price is paid by means of a
broker's  loan  transaction  as  described in section 7.2(h)(iv), in whole or in
part,  the  closing  of  the  purchase of the Shares under the Option shall take
place  (and  the Option shall be treated as exercised) on the date on which, and
only  if,  the  sale  of  Shares upon which the broker's loan was based has been
closed  and  settled,  unless  the  Option  Holder  makes an irrevocable written
election  at  the time of exercise of the Option to have the exercise treated as
fully  effective  for  all  purposes  upon  receipt of the Option Price by EKNO,
regardless  of  whether  the  sale  of  the  Shares  by the broker is closed and
settled. A properly executed certificate or certificates representing the Shares
shall  be  delivered  to  or  at the direction of the Option Holder upon payment
therefor. If Options on less than all Shares subject to an Option are exercised,
EKNO  shall  deliver  a  new  Option  Certificate  evidencing  the Option on the
remaining  Shares.

     (g)  Payment.  The  Option  Price  for the Shares as to which the Option is
exercised  shall  be  paid by any of the following methods or any combination of
the  following  methods  at  the  election of the Option Holder, or by any other
method  approved  by  the  Committee  upon  the  request  of  the Option Holder:

          (i)  in  cash;

          (ii) by certified, cashier's check, or other check acceptable to EKNO,
payable  to  the  order  of  EKNO;

                                       19

          (iii) by delivery of certificates representing a number of Shares then
owned  by  the  Option  Holder,  the  Fair  Market Value of which on the date of
delivery  of the certificates at least equals the Option Price for the Shares as
to which the Option is exercised, properly endorsed for transfer to EKNO, except
that no Option may be exercised by delivery to EKNO of certificates representing
Shares  held  by  the  Option  Holder  for  less  than  six  months;  or

          (iv)  by  delivery of a properly executed notice of exercise, together
with irrevocable instructions to a broker to deliver to EKNO promptly the amount
of  the  proceeds of the sale of all or part of the Shares or of a loan from the
broker  to the Option Holder in an amount sufficient to pay the Option Price for
the  Shares  as  to  which  the  Option  is  exercised.

     (h)  Date  of  Grant.  An  Option shall be deemed to be granted on the date
specified  in  the  grant  resolution  of  the  Committee.

     (i)  Issuance of Additional Option. If an Option Holder pays all or part of
the  exercise  price  of  an  Option with Shares, or pays all or any part of the
applicable  withholding  taxes  with  respect  to the exercise of an Option with
Shares  that  has  been  held  by  the  Option Holder for more than a period (no
shorter than six months) to be determined by the Committee, the Committee in its
sole discretion may grant to such Option Holder a new Option covering the number
of  shares of Shares used to pay such exercise price or withholding tax. The new
Option  shall have an Option Price per Share equal to the Fair Market Value of a
Share  on  the  date of exercise of the exercised Option and shall encompass the
same  terms and conditions as the exercised option, except as otherwise provided
by  the  Committee  in  its  sole  discretion.

     7.3  RESTRICTIONS  ON INCENTIVE OPTIONS. The aggregate Fair Market Value of
the Shares with respect to which Incentive Options are exercisable for the first
time  by  an  Option  Holder  in any calendar year, under the Plan or otherwise,
shall not exceed $100,000. For this purpose, the Fair Market Value of the Shares
shall  be  determined  as  of the date of grant of the Option. Incentive Options
granted to an Option Holder who is the holder of record of 10 percent or more of
the  outstanding  capital  stock of EKNO shall have an Option Price equal to 110
percent  of  the  Fair  Market  Value  of the Shares on the date of grant of the
Option,  and  the Option Period for any such Option shall not exceed five years.

     7.4  SHAREHOLDER  PRIVILEGES.  No  Option Holder shall have any rights as a
shareholder  with  respect  to  any Shares subject to an Option until the Option
Holder becomes the holder of record of such Shares. No adjustments shall be made
for  dividends  or  other  distributions  or other rights as to which there is a
record  date  preceding the date such Option Holder becomes the holder of record
of  such  Shares,  except  as  provided  in  article  IV.

                                  ARTICLE  VIII
                             RESTRICTED  STOCK  AWARDS

     8.1  GRANT.  Coincident  with or following designation for participation in
the  Plan,  the  Committee  may grant a Participant one or more Restricted Stock
Awards  as  may  be  determined  by  the  Committee.

     8.2  RESTRICTIONS.  A  Restricted  Stock  Award  shall  be  subject to such
restrictions,  including,  without limitation a Participant's continuous service
as  a  director or continuous employment by EKNO or an Affiliated Company, or an

                                       20

independent  contractor's  continuous service as a third-party service provider,
for  a  restriction  period  specified  by  the  Committee  or the attainment of
specified  performance  goals  and  objectives  determined by the Committee with
respect  to  such  Award.  The  Committee  in  its  sole  discretion may require
different  periods  of  employment  or  contractual  obligations  or  different
performance  goals  and  objectives  with  respect to different Participants, to
different  Restricted  Stock  Awards, or to separate, designated portions of the
Shares  comprising  a  Restricted  Stock  Award.  In  the  event of the death or
Disability  of  a  Participant, or the retirement of a Participant in accordance
with  EKNO's  established  retirement  policy,  all  employment period and other
restrictions  applicable to a Restricted Stock Award shall lapse with respect to
a pro rata portion of such Restricted Stock Award based on the ratio between the
number  of  full  months  of  employment completed at the time of termination of
employment  from the grant of the Restricted Stock Award and the total number of
months  of  employment  required  for  such  Restricted  Stock Award to be fully
nonforfeitable,  and  such  portion  of  the Restricted Stock Award shall become
fully nonforfeitable. The remaining portion of such Restricted Stock Award shall
be  forfeited  and immediately returned to EKNO. In the event of a Participant's
termination  of  employment for any other reason, any Restricted Stock Awards as
to which the employment period or other restrictions have not been satisfied (or
waived  or  accelerated  as  provided herein) shall be forfeited, and all Shares
related  thereto  shall  be  immediately  returned  to  EKNO.

     8.3  PRIVILEGES OF A SHAREHOLDER; TRANSFERABILITY. A Participant shall have
all  voting,  dividend,  liquidation,  and  other  rights with respect to Shares
received  a Restricted Stock Award under this article VIII upon his becoming the
holder  of  record  of such Shares, except that the Participant's right to sell,
encumber,  or otherwise transfer such Shares shall be subject to the limitations
of  section  13.2.

     8.4  ENFORCEMENT  OF RESTRICTIONS. The Committee shall cause a legend to be
placed  on  the  certificates  evidencing Shares issued pursuant to a Restricted
Stock  Award referring to the restrictions provided by sections 8.2 and 8.3 and,
in  addition,  may  in  its  sole discretion require the Participant to keep the
certificates  evidencing such Shares, duly endorsed, in the custody of EKNO or a
third  party  while  the  restrictions  remain  in  effect.

                                   ARTICLE  IX
                                   STOCK  UNITS

     Coincident with or following designation for participation in the Plan, the
Committee  may  grant a Participant one or more Stock Units as may be determined
by  the  Committee.  The  number  of Stock Units, the goals and objectives to be
satisfied  with  respect  to  each  grant of Stock Units, the time and manner of
payment  for each Stock Unit, and the other terms and conditions applicable to a
grant  of  Stock  Units  shall  be  determined  by  the  Committee.

                                    ARTICLE  X
                            STOCK  APPRECIATION  RIGHTS

     10.1  GRANT.  Coincident with or following designation for participation in
the  Plan,  the Committee may grant a Participant one or more Stock Appreciation
Rights  as  may be determined by the Committee. The Committee shall determine at
the  time  of  grant the period during which the Stock Appreciation Right may be
exercised,  which  period  may  not  commence until six months after the date of
grant.

                                       21

     10.2  EXERCISE.  If  a Stock Appreciation Right is issued in tandem with an
Option,  except  as  may  otherwise  be  provided  by  the  Committee, the Stock
Appreciation  Right  shall  be  exercisable  during  the period that its related
Option  is  exercisable. A Participant desiring to exercise a Stock Appreciation
Right  shall  give written notice stating the proportion of Shares and cash that
the  Participant  desires  to  receive  pursuant to the Stock Appreciation Right
exercised. Within 30 days after receipt of the notice, EKNO shall deliver to the
Participant  a  certificate  or certificates for Shares and/or a cash payment in
accordance with section 10.3. The date on which EKNO receives the written notice
shall  be  deemed  the  exercise  date.

     10.3  NUMBER  OF SHARES OR AMOUNT OF CASH. Subject to the discretion of the
Committee to substitute cash for Shares or Shares for cash, the number of Shares
to  be  issued  pursuant  to the exercise of a Stock Appreciation Right shall be
determined  by  dividing  (a)  the  total number of Shares as to which the Stock
Appreciation  Right  is  exercised,  multiplied  by the amount by which the Fair
Market  Value of a Share on the exercise date exceeds the Fair Market Value of a
Share  on  the  date  of  grant of the Stock Appreciation Right, by (b) the Fair
Market  Value  of  a  Share on the exercise date. Fractional shares shall not be
issued,  and in lieu thereof a cash adjustment shall be paid. In lieu of issuing
Shares  upon  the  exercise  of a Stock Appreciation Right, the Committee in its
sole discretion may elect to pay the cash equivalent of the Fair Market Value of
the  Shares  on  the exercise date for any or all Shares that would otherwise be
issuable  upon  exercise  of  the  Stock  Appreciation  Right.

     10.4  EFFECT OF EXERCISE. If a Stock Appreciation Right is issued in tandem
with  an  Option,  the  exercise  of the Stock Appreciation Right or the related
Option  shall  result in an equal reduction in the number of corresponding Stock
Appreciation  Rights  and  Shares  subject  to  the  related  Option.

     10.5 TERMINATION OF EMPLOYMENT. Upon a Participant s termination of service
as  an  employee  or a director, or an independent contractor of EKNO, any Stock
Appreciation  Rights  then  held by such Participant shall be exercisable within
the  time  periods, and upon the same conditions with respect to the reasons for
termination  of  employment,  as are specified in section 7.2(d) with respect to
Options.

                                   ARTICLE  XI
                               OTHER  STOCK  GRANTS

     From  time  to  time during the duration of this Plan, the Committee in its
sole  discretion  may  adopt one or more incentive compensation arrangements for
Participants  pursuant to which the Participants may acquire shares of Shares by
purchase,  outright  grant, or otherwise. Any such arrangements shall be subject
to  the  general provisions of this Plan, and all Shares issued pursuant to such
arrangements  shall  be  issued  under  this  Plan.

                                  ARTICLE  XII
                                CHANGE  IN  CONTROL

     Upon  a  Change  in  Control,  (a)  all  Options  shall  become immediately
exercisable  in  full during the remaining duration thereof and shall remain so,
whether  or  not  the Option Holders remain directors or employees of EKNO or an
Affiliated  Company,  or  independent  contractors of EKNO, (b) all restrictions
with respect to outstanding Restricted Stock Awards shall immediately lapse, (c)

                                       22

all Stock Units shall become immediately payable, and (d) all other Awards shall
immediately  become  exercisable  or shall vest, as the case may be, without any
further  action  or  passage  of  time.

                                  ARTICLE  XIII
                             RIGHTS  OF  PARTICIPANTS

     13.1 EMPLOYMENT AS EMPLOYEE OR INDEPENDENT CONTRACTOR. Nothing contained in
the  Plan  or any Award shall confer upon any Participant any right with respect
to the continuation of his employment by EKNO or an Affiliated Company, or as an
independent  contractor  or EKNO, or interfere in any way with the right of EKNO
or  an  Affiliated  Company,  subject  to  the  terms of any separate employment
agreement  or  independent  contractor agreement to the contrary, at any time to
terminate  such  employment  or  to increase or decrease the compensation of the
Participant  from  the  rate  in existence at the time of the grant of an Award.
Whether  an  authorized  leave  of absence, or absence in military or government
service, shall constitute a termination of employment shall be determined by the
Committee  at  the  time.

     13.2  TRANSFERABILITY.  No right or interest of any Participant in an Award
shall  be  assigned  or  transferred  during  the  lifetime  of the Participant,
voluntarily  or involuntarily, or subjected to any lien, directly or indirectly,
by  operation  of  law,  or  otherwise,  including execution, levy, garnishment,
attachment,  pledge,  or  bankruptcy. In the event of a Participant's death, his
rights  and  interests  in  Awards shall, to the extent provided in the Plan, be
transferable by will or the laws of descent and distribution, and payment of any
amounts  due under the Plan shall be made to, and exercise of any Options may be
made  by, the Participant's legal representatives, heirs, or legatees. If in the
opinion  of  the  Committee  a person entitled to payments or to exercise rights
with  respect  to  the  Plan  is disabled from caring for his affairs because of
mental  condition,  physical  condition,  or age, payment due such person may be
made  to,  and  such  rights  shall  be  exercised  by,  such person's guardian,
conservator,  or  other  legal  personal  representative  upon  furnishing  the
Committee  with  evidence  satisfactory  to  the  Committee  of  such  status.

     13.3  NO PLAN FUNDING. Obligations to Participants under the Plan shall not
be  funded, trusteed, insured, or secured in any manner. Participants shall have
no  security  interest in any assets of EKNO or any Affiliated Company and shall
be  only  general  creditors  of  EKNO.

                                   ARTICLE  XIV
                                     GENERAL

     14.1  INVESTMENT  REPRESENTATIONS.  EKNO  may require any Participant, as a
condition  of  exercising an Option or a Stock Appreciation Right or receiving a
Restricted  Stock  Award,  Stock  Unit,  or  grant  of  Shares,  to give written
assurances  in  substance and form satisfactory to EKNO that he is acquiring the
Shares  for  his  own  account  for  investment  purposes and not with a present
intention of selling or otherwise distributing the same and to such other effect
as  EKNO  deems  necessary  or  appropriate  in  order to comply with applicable
securities  laws.

14.2  SECURITIES  LAWS. (a) Each Award shall be subject to the requirement that,
if  at  any  time  EKNO  determines  that  the  listing,  registration,  or

                                       23

qualification  of  the Shares subject to such Award upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental or regulatory body, is necessary as a condition of or in connection
with  the  issuance  or  purchase  of  Shares  thereunder, such Award may not be
accepted  or  exercised  in  whole or in part unless such listing, registration,
qualification,  consent, or approval has been effected or obtained on conditions
acceptable  to  the Committee. Nothing herein shall be deemed to require EKNO to
apply  for  or  to  obtain  such  listing,  registration,  or  qualification.

     (b)  If  a Participant is an officer or director of EKNO within the meaning
of  section  16  of  the  Exchange  Act,  then  to the extent that section 16 is
applicable,  Awards shall be subject to all conditions required under Rule 16b-3
or  any successor rule to qualify the Award for an exemption from the provisions
of  section  16(b). Such conditions shall be set forth in the agreement with the
Participant  which  describes  the  Award.

     14.3  CHANGES  IN  ACCOUNTING RULES. Notwithstanding any other provision of
the  Plan  to  the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Awards occurs which, in the sole
judgment  of  the  Committee, may have a material adverse effect on the reported
earnings, assets, or liabilities of EKNO, the Committee shall have the right and
power  to  modify  as  necessary  any  then  outstanding  Awards as to which the
applicable  employment  or  other  restrictions  have  not  been  satisfied.

     14.4  OTHER  EMPLOYEE BENEFITS. The amount of any compensation deemed to be
received  by  a  Participant  as  a result of the exercise of an Option or Stock
Appreciation  Right, the sale of shares received upon such exercise, the vesting
of any Restricted Stock Award, distributions with respect to Stock Units, or the
grant  of  Shares shall not constitute "earnings" or "compensation" with respect
to  which  any  other  employee  benefits  of  such  Participant are determined,
including  without  limitation  benefits under any pension, profit sharing, life
insurance,  or  salary  continuation  plan.

     14.5  PLAN  AMENDMENT,  MODIFICATION, AND TERMINATION. The Committee may at
any  time  terminate, and from time to time may amend or modify the Plan, except
that  no  amendment or modification may become effective without approval of the
shareholders  if  shareholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, or if EKNO on the advice of
counsel  determines  that  shareholder  approval  is  otherwise  necessary  or
desirable.  No  amendment,  modification,  or  termination  of  the  Plan  shall
adversely  affect  any  Award  theretofore  granted  without  the consent of the
Participant  holding  such  Award.

     14.6 WITHHOLDING. (a) Requirement. EKNO's obligation to deliver Shares upon
the  exercise  of  any  Option  or  Stock Appreciation Right, the vesting of any
Restricted  Stock  Award,  payment  with  respect  to Stock Units, or a grant of
Shares  shall  be  subject  to  the Participant's satisfaction of all applicable
federal,  state,  and  local  income  and  other  tax  withholding requirements.

     (b) Withholding with Shares. At the time an Award is granted, the Committee
in  its sole discretion may grant the Participant an election to pay all or part
of  such  tax  withholding  by  electing  to  transfer  to EKNO, or to have EKNO
withhold  from  Shares  otherwise  issuable  to  the  Participant,  Shares
having  a  Fair  Market  Value  on  the  date of withholding equal to the amount
required  to  be  withheld  or  such  lesser  amount  as  may  be elected by the
Participant.  All  elections  shall be subject to the approval or disapproval of

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the Committee. Any such election by a Participant (a) shall be made prior to the
date  of withholding, (b) shall be irrevocable, and (c) if the Participant is an
officer or director of EKNO within the meaning of section 16 of the Exchange Act
of 1934, then to the extent that section 16 is applicable, the Participant shall
satisfy  the  requirements  of  section  16 and any applicable rules thereunder.

     (c)  Withholding  for  Non-Qualified  Options.  Upon  exercise  of  a  Non-
Qualified  Option,  the  Option  Holder shall make appropriate arrangements with
EKNO  to  provide  for the amount of additional withholding required by sections
3102  and  3402  of  the  Code  and  applicable state income tax laws, including
payment  of such taxes through delivery of Shares or by withholding Shares to be
issued  under  the  Option.

     (d)  Withholding  for  Incentive  Options.  If  an  Option  Holder  makes a
disposition  (as  defined  in section 424(c) of the Code) of any Shares acquired
pursuant  to  the  exercise  of an Incentive Option before the expiration of two
years  from  the  date on which the Incentive Option was granted or prior to the
expiration  of  one  year  from  the date on which the Option was exercised, the
Option  Holder  shall send written notice to EKNO at its principal office of the
date  of  such  disposition,  the  number  of  Shares disposed of, the amount of
proceeds  received  from such disposition, and any other information relating to
such  disposition  as  EKNO may reasonably request. The Option Holder shall then
make  appropriate arrangements with EKNO to provide for the amount of additional
withholding,  if  any,  required  by  sections  3102  and  3402  of the Code and
applicable  state  income  tax  laws.

     14.7  GOVERNING  LAW.  The  Plan  and  all  agreements  hereunder  shall be
construed  in  accordance  with and governed by the laws of the State of Nevada.

     14.8  DURATION.  Unless  sooner  terminated  by  the  Board, the Plan shall
terminate  on  May  22, 2002, and no Award shall be made after such termination.
Awards outstanding at the time of Plan termination may continue to be exercised,
or  become  free  of  restrictions,  or  be paid in accordance with their terms.

                                           EKNOWLEDGE  GROUP,  INC.

                                           By:  /s/  Gary  Saunders
                                                     Gary  Saunders
                                                     Chief  Executive  Officer

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EXHIBIT  23.4

                   CONSENT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS

We  hereby  consent  to  the  incorporation  by  reference  in  the  Form  S-8
Registration Statement of our report dated March 13, 2001 included in EKNOWLEDGE
GROUP,  INC.'s  Form  10-KSB  for  the  year  ended December 31, 2000 and to all
references  to  our  Firm  included  in  the  Registration  Statement.

                                           /s/  MERDINGER,  FRUCHTER,  ROSEN  &
                                                CORSO,  P.C.
                                                CERTIFIED  PUBLIC  ACCOUNTANTS

New  York,  New  York
May  22,  2001

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