SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                       Commission File Number:  000-30565

                            KNOWLEDGE NETWORKS, INC.

Nevada     91-2014670
(Jurisdiction  of  Incorporation)     (I.R.S.  Employer  Identification  No.)

34700  Pacific  Coast  Highway,  Suite  303,  Capistrano  Beach  CA     92624
(Address  of  principal  executive  offices)                         (Zip  Code)



            Service Providers     # Shares         $ Value
            Jena Minnick          7,000,000     3,360,000.00
            Peter Zouvas          5,500,000     2,640,000.00
            Karl E. Rodriguez       500,000       240,000.00
            Tarja Morado          7,000,000     3,360,000.00



                               (Agent for Service)

                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688


                                  July 17, 2001

                       CALCULATION OF REGISTRATION FEE (1)


--------------------------------------------------------------------------------

Title of           Amount to        Proposed         Proposed    Amount of
Securities to      to be            Maximum          Maximum     of Registration
Be Registered      Registered       Offering Price   Aggregate   Fee
                                    Per Unit         Offering
                                                     Price
--------------------------------------------------------------------------------
Common Stock       20,000,000       $0.48            $9,600,000.00    $2,534.40
$0.001 par value   shares           per share
--------------------------------------------------------------------------------


1  The  securities  of  this Issuer are listed and trading on the OTCBB Bulletin
Board.  The  price is determined accordingly at the mutually acceptable price at
discount  from  the  current  bid  price,  due  to  a  number of market factors,
including  the  lack  of  trading  volume,  corporate  liquidity,  and  others.

                                        1


                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ( Common Stock ) Registered
under  12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to  one vote; all shares of the class share equally in dividends and liquidation
rights.  Pursuant  to the laws of Nevada a majority of all shareholders entitled
to  vote  at a shareholders meeting regularly called upon notice may take action
as  a  majority  and  give  notice to all shareholders of such action. A limited
market  presently  exists  for  the  securities  of  this  Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.  Exhibit  1  hereto  is an Opinion of Counsel respecting the
legality  of  the  issuance  of  the  securities  covered  by  this Registration
Statement. Receipt of the Securities covered by this Registration Statement will
be  treated  as the equivalent of cash received for services as ordinary income.
The  Securities are issued in compensation for services at the rate of $0.48 per
share  for  $9,600,000.00  of  services  performed.

     Exhibit  2  hereto  are  Corporate  Minutes.

     Exhibit 3 hereto is the Consulting Agreement for services to be compensated
in  stock.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                        2


                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized.

                            KNOWLEDGE NETWORKS, INC.

Dated:  July  17,  2001
                                       by


/s/  Jeffrey  A.  Harry
Jeffrey  A.  Harry
president/secretary

                                        3


--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4


                                 LAW OFFICES OF
                                 William Stocker
                 phone  (949)  248-9561    fax (949) 248-1688
                    34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624

                                  July 17, 2001
To  the  President  and  the
Board  of  Directors
eWorld  Travel  Corp.
34700  Pacific  Coast  Highway,  Suite  303,
Capistrano  Beach  CA  92624     re:  Opinion  of  Special  Counsel

     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form  S-8  to  compensate  consultants  in  the  amount  of
$9,600,000.00  in the form of 20,000,000 shares of common stock to be registered
thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common  Stock  is  Registered  pursuant  to  12(g)  of  the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
If  and  when  issued,  the  securities  would  be  and  must  be treated as the
equivalent  of  cash  paid  and received back as the purchase of securities. The
Securities  would  be  issued in compensation for services at the rate of $0.48:

            Service Provider        # Shares        $ Value
            Jena Minnick           7,000,000     3,360,000.00
            Peter Zouvas           5,500,000     2,640,000.00
            Karl E. Rodriguez        500,000       240,000.00
            Tarja Morado           7,000,000     3,360,000.00

for  current  and  future  services  to  be  performed.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.
     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.
                                Very Truly Yours,

                                 William Stocker
                                 William Stocker
                           special securities counsel

                                        5


--------------------------------------------------------------------------------
                                    EXHIBIT 2

                                CORPORATE MINUTES
--------------------------------------------------------------------------------

                                        6


                            KNOWLEDGE NETWORKS, INC.
                              A NEVADA CORPORATION

                        MINUTES OF THE BOARD OF DIRECTORS

                                  July 17, 2001

     THE  MEETING  WAS  HELD pursuant to waiver of Notice.  The sole Officer and
Director  present  was  Jeffrey  A.  Harry.

     THE  BOARD  DISCUSSED  issues  of  compensation  for our service providers.

     THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: The Officers are empowered and
directed to issue shares for services, at $0.48, to be Registered pursuant to  5
of  the  Securities  Act  of  1933,  on  Form  S-8:  as  follows:

            Service Provider     # Shares         $ Value
            Jena Minnick         7,000,000     3,360,000.00
            Peter Zouvas         5,500,000     2,640,000.00
            Karl E. Rodriguez      500,000       240,000.00
            Tarja Morado         7,000,000     3,360,000.00


     THERE  BEING  NO  FURTHER  BUSINESS,  the  meeting  was  adjourned.

     THE  UNDERSIGNED  DIRECTORS  hereby  Acknowledge  or  Waive  Notice of this
Meeting  and  Approve  the  foregoing  Minutes  of  the  Board.



                         /s/  Jeffrey  A.  Harry
                              Jeffrey  A.  Harry

                                        7


--------------------------------------------------------------------------------
                                    EXHIBIT 3

                  CONSULTING AGREEMENT(S) OF SERVICE PROVIDERS
--------------------------------------------------------------------------------

                                        8


                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                KARL E. RODRIGUEZ
                                 ATTORNEY AT LAW

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  Intrepid  ),  and  Knowledge  Networks,  Inc. a Nevada
Corporation,  (hereafter  Intrepid-Client  ),  and  Karl  E.  Rodriguez,  Exim
International,  Inc.'s  General  Counsel,  and  dated  December  16,  1998.  In
consideration  of  the  mutual  promises  contained herein, and on the terms and
conditions  herein  set  forth,  the  parties  agree  as  follows:

     A.  SUMMARY.

     Knowledge  Networks,  Inc.  has  employed  Intrepid  International, Ltd. to
perform  certain  financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full  written disclosure, and to define special character of both the ostensible
and  actual  relationships  between  the  parties.

     Karl  E.  Rodriguez is actually General Counsel of Exim International, Inc.

     Karl E. Rodriguez will be authorized by this agreement to act as ostensible
Special  Transactional  Counsel  for  Knowledge  Networks,  Inc..


     A.  RECITALS

     1.  INTREPID  RETAINER  AGREEMENT.     Intrepid  International,  Ltd. is or
will  be  hereby  retained  as  financial  services  consultants  for  the
Intrepid-Client,  pursuant  to  that  certain  Financial  Services  Consulting
Agreement  of even date herewith. Among the services contemplated to be provided
by  that  Agreement  are  the services of Karl E. Rodriguez, attorney at law, as
Special  Transactional  Counsel  for  the  Intrepid-Client.

     2.  EXIM INTERNATIONAL, INC., is a financial consulting firm, not a broker,
dealer  or  registered  investment  advisor,  a principal consultant to Intrepid
International,  Ltd.

     3.  EXIM  GENERAL  COUNSEL.  Karl E. Rodriguez, attorney at law, is General
Counsel  to  Intrepid's Consultant, Exim International, Inc., first and foremost
and  always,  and  this paramount status and relationship has been and is hereby
fully  disclosed,  in connection with the Intrepid-Client's consideration of the
potential  services  of  Karl  E.  Rodriguez  as  Special  Counsel  with Limited
Authority,  in  connection  with,  and  only  in  connection  with  the services
requested  and  agreed  to  between  Intrepid  and  the  Intrepid-Client.

     4.  DEFINITION OF  SPECIAL COUNSEL WITH LIMITED AUTHORITY . As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently  and  without  exception: Exim General Counsel Karl E. Rodriguez is
authorized,  where  appropriate  to  employ the designation  Special Counsel  or
Special  Transactional Counsel  for the Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested by the

                                        9


Intrepid-Client  to  be performed by Intrepid pursuant to the Financial Services
Consulting  Agreement  of  even  date  herewith.  Exim  General Counsel, Karl E.
Rodriguez  as  between  such  Counsel  and  the  Intrepid-Client,  is  not
Intrepid-Client's  Counsel,  nor counsel to the Intrepid-Client generally, or in
any  other  manner  than  specified in this definition. Special Counsel will not
take  action which is not authorized by the Intrepid-Client nor represent to any
person  any  general  authority  to speak for or bind the Intrepid-Client in any
manner.

     5.  INTREPID-CLIENT'S  RIGHT  TO  DECLINE  THE  RELATIONSHIP.  The
Intrepid-Client  has  been  informed,  and  is  informed  hereby,  that  the
Intrepid-Client  is  not  required to join in the special relationship disclosed
and  defined  herein.  Intrepid-Client  may employ or require its own counsel or
independent  counsel  for any and all purposes at its expense and in addition to
its  obligations  to  Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the Intrepid-Client as
to  any  matter  arising  from  its  relationship to Intrepid or Exim's Counsel.

     6.  MANAGEMENT'S  PREFERENCE.  It is the desire of sophisticated management
that  the  unnecessary  expense  of  cumulative  counsel  with respect to purely
technical  matters  is  not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and  that  no  conflict of interest exists or is likely to arise from the strict
and  precise  observance of that relationship as defined. Accordingly management
understands,  accepts  and  affirmatively  requests  such  an  arrangement.

     B.  SPECIAL  COUNSEL  AGREEMENT

     1.  SPECIAL  COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and  adopt  that  special technical relationship of Special Counsel with Limited
Authority  as defined hereinabove, for the sole and separate purpose of allowing
Intrepid  Counsel  to  perform  services appropriate to the services of Intrepid
requested  by  the  Intrepid-Client.

     2.  BILLINGS.  Special  Counsel  (Exim's  Counsel)  shall  invoice and bill
applicable  time  and  services  to Intrepid, separately with respect to matters
applicable  to  this  Intrepid-Client. Time shall be billable at $300.00/hr, and
such  incidental secretarial services shall be billable at $100.00/hr, as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client  in  advance. Intrepid shall be responsible, as between Intrepid
and  its  counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between  Intrepid  and  the  Intrepid-Client,  the  Intrepid-Client  shall  be
responsible to Intrepid for the total of its own and Counsel's billings. Certain
special  minimum  fixed fees shall apply to Legal Opinions: (a) Opinions for the
Issuance  of  free  trading  stock, $2,500.00; Opinions to remove restriction on
issued  restricted  securities;  $2,000.00;  Opinions  to  issue  restricted
securities,  as  defined  in  Rule  144(a),  $1,000.00.

                                       10


     3.  TERMINATION.     The terms of this agreement may be terminate by either
Intrepid-Client  or Special Counsel at any time upon written or other reasonable
notice  to  the  other.

     4.  MISCELLANEOUS  This  agreement  sets  forth  the  entire  agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws  of  the Intrepid-Client's place of Incorporation if that be Nevada or
Texas,  and  if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

Intrepid  International,  Ltd.

by


/s/  Kirt  W.  James               /s/  Karl  E.  Rodriguez
     Kirt  W.  James,  President        Karl  E.  Rodriguez
                                        attorney  at  law


THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

     Knowledge  Networks,  Inc.

Date:   December  16,  1998     By:     /s/  Kirt  W.  James
                                             Kirt  W.  James,  President

                                       11


                              CONSULTING AGREEMENT



THIS  AGREEMENT,  dated  as  of  June  30,  2001  (the  "Agreement")  is  by and
between  Knowledge  Networks,  Inc.,  a Nevada corporation having its  principal
office  at  34700  Pacific  Coast  Hwy.,  #303,  Capistrano Beach0 CA 92624 (the
"Company")  and  Peter  Zouvas, an individual residing at 2811 State Street, San
Diego  CA  92103  ("Consultant").



WHEREAS  the  Company  desires  that  it be able to call upon the experience and
knowledge  of  Consultant  for  consultation  services  and  advice;


WHEREAS  Consultant  is  willing  to  render such services to the Company on the
terms  and  conditions  hereinafter  set  forth  in  this  Agreement;



NOW,  THEREFORE, in consideration of the promises and mutual covenants contained
herein  and  for  other  good  and  valuable consideration, the parties agree as
follows:


1.  TERM  OF  AGREEMENT.  Commencing  on  the  date  hereof, Consultant shall be
retained  by  the Company for an initial period of three years, which period may
be  renewable  upon  mutual written agreement of the parties. The initial period
and  any  extensions or renewals thereof shall constitute the "Consulting Term."



2.  POSITION  AND  RESPONSIBILITIES.



    (a) Consultant hereby agrees to serve as a consultant to the Company and  to
render  such advice and services to the Company as may be reasonably required by
the  Company  including,  without  limitation,  to  identify  and facilitate the
formation  of  business  relationships  between  the  Company  and  one  or more
qualified  domestic companies or multi-national companies. During the Consulting
Term,  Consultant  shall  report  directly  to the President and Chief Executive
Officer  of  the  Company.


3.  COMPENSATION.  Client  will  pay  5,500,000 shares of KNWR common stock as a
consulting  fee.  The  compensation  will  be  due  with  the  execution of this
Agreement.

4.  EXPENSES.  Consultant shall be reimbursed in accordance with the policies of
the  Company  for  necessary  and  reasonable  business  expenses  incurred  by
Consultant  in  connection  with  performance  of  his  duties  hereunder.


5.  TERMINATION.  This  Agreement  and  Consultant's retention hereunder  may be
terminated prior to the end of the Consulting Term for any reason  upon 30 day's
written  notice  by  either  party.


6.  CONFIDENTIALITY.  Consultant  recognizes  and  acknowledges  that  in  the
course  of  Consultant's  duties,  Consultant  may  receive  confidential  or
proprietary  information owned by the Company, or other third parties  with whom
the  Company has an obligation of confidentiality.  Therefore,  during and after
the Consulting Term, Consultant agrees to keep  confidential and not disclose or
use  (except  in connection with the  fulfillment of the Consultant's consulting
duties  to  the  Company  under  this Agreement) all confidential or proprietary
information  owned  by, or  received by or on behalf of, the Company unless such


information  is  required  to  be disclosed by legal, administrative or judicial
process.    "Confidential  Information"  shall include, but shall not be limited
to,  confidential  or  proprietary  scientific or technical information or data,
business  plans,  trade  secrets, or other confidential information  relating to
customers,  development  programs,  costs, marketing, trading, investment, sales
activities,  promotion,  credit  and  financial  data,  manufacturing processes,
financing  methods,  plans or the business and affairs of the Company generally,
or  of  any subsidiary or affiliate of the Company.  "Confidential  Information"
shall  not  include,  however,  information  in  the public  domain, information
disclosed  to  Consultant  by a third party entitled to  disclose it without any
obligation of confidentiality, or information  already known to Consultant prior
to its receipt provided Consultant can  evidence such prior knowledge by written
documentation.


7.  OWNERSHIP  OF  INVENTIONS.  In  consideration  for  the  compensation  paid
to  Consultant  by  the  Company,  Consultant hereby assigns to the Company  all
Consultant's  right,  title  and  interest in all inventions that arise from the
Consultant's  consulting  activities  for  the  Company hereunder, and agrees to
cooperate  fully in the prosecution of any patent application resulting from any
such  invention,  at the expense of the Company, which cooperation shall include
executing  any  necessary  documents  in  connection  therewith.



8.  SPECIFIC  PERFORMANCE.  Consultant  acknowledges  and  agrees  that  the
Company's  remedies  at  law  for  a  breach  or threatened breach of any of the
provisions  of paragraphs 6 through 7 would be inadequate and, in recognition of
this  fact,  Consultant agrees that, in the event of such a breach or threatened
breach,  in  addition  to  any  remedies  at law or equity, the Company, without
posting  any  bond,  shall  be  entitled  to
obtain  any  form  of  equitable  relief  which  may  be  available  to  it.

                                       12



9.  REPRESENTATION  OF  CONSULTANT;  USE  OF  NAME.  Consultant  represents
that  there  are  no binding agreements to which he is a party or by which he is
bound,  forbidding  or  restricting  his  activities  herein.



10.  CONSULTANT  NOT  AN  EMPLOYEE.  The  Company  and  Consultant  hereby
acknowledge and agree that Consultant shall perform the services hereunder as an
independent contractor and not as an employee of the Company.  Consultant agrees
that  he  will  file  Consultant's  own tax returns on the basis of Consultant's
status  as  an  independent  contractor  for the reporting of all income, social
security, employment and other taxes due and owing on the consideration received
by  him  under this Agreement and that he is responsible for the payment of such
taxes.  Similarly,  Consultant  shall  not  be entitled to benefits specifically
associated  with  employment status, such as medical, dental and life insurance,
stock  or  stock options of the Company and shall not be entitled to participate
in  any  other  employer  benefit programs, except as is set forth in a separate
Subscription  Agreement  between  the  parties  hereto.  As  an  independent
contractor,  Consultant  acknowledges, understands and agrees that Consultant is
not,  and  shall  not  represent  to  third  parties  as  being,  the  agent  or
representative  of the Company nor does he have, and shall not represent himself
to  third  parties as having, power or authority to do or take any action for or
on  behalf  of the Company, as its agent, representative or otherwise, except as
specifically  herein  set  forth.



11.  MISCELLANEOUS.


     (a)  GOVERNING  LAW.  This Agreement shall be governed by and construed  in
accordance with the laws of the State of Nevada, without regard to principles of
conflicts  of  laws.


     (b)  ENTIRE  AGREEMENT;  AMENDMENT.  This  Agreement  contains  the  entire
understanding of the parties with respect to the retention of Consultant by  the
Company.  There  are  no  restrictions,  agreements,  promises,  warranties,
covenants  or  undertakings  between  the  parties  with  respect to the subject
matter  herein  other than those expressly set forth herein.  This Agreement may
not be altered, modified, or amended except by written instrument signed  by the
parties  hereto.

                                       13


     (c)  NO WAIVER.  The failure of a party to insist upon strict adherence  to
any  term of this Agreement on any occasion shall not be considered a  waiver of
such  party's  rights  or  deprive such party of the right thereafter  to insist
upon  strict  adherence  to  that  term  or of any other term of this Agreement.

     (d)  SEVERABILITY.  In  the  event  that  any one or more of the provisions
of  this  Agreement  shall be or become invalid, illegal or unenforceable in any
respect,  the  validity, legality and enforceability of the remaining provisions
of  this  Agreement  shall  not  be  affected  thereby.


     (e)  SUCCESSORS;  BINDING  AGREEMENT.  This  Agreement  shall  inure to the
benefit  of  and  be binding upon the parties hereto and their respective heirs,
representatives,  successors  and  assigns.


     (f)  COUNTERPARTS;  EFFECTIVENESS.  This  Agreement  may  be  signed  in
counterparts,  each  of  which  shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Agreement
shall  become effective when each party hereto shall have received a counterpart
hereof  signed  by  the  other  party  hereto.


          IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed this

Agreement  as  of  the  day  and  year  first  above  written.


 Consultant:



 /s/  Peter  Zouvas
      PETER  ZOUVAS


KNOWLEDGE  NETWORKS,  INC.



 /s/  Jeffrey  A.  Harry
      JEFFREY  A.  HARRY
      Its:  President

                                       14


                              CONSULTING AGREEMENT


THIS  CONSULTING  AGREEMENT ("Agreement") is made and entered into this Tuesday,
July  17,  2001,  effective  as of Tuesday, July 17, 2001(the "Effective Date"),
between Knowledge Networks, Inc., a Nevada corporation (the "Company"), and Jena
Minnick  ("Consultant").

     For and in consideration of the mutual covenants contained herein and other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  the  parties  agree  as  follows:

1.          TERM AND TERMINATION. This Agreement shall commence on the Effective
Date  and  shall  continue  for  a  period  of thirty-six months thereafter (the
termination  date  being  referred  to  as the "Expiration Date") unless earlier
terminated  by  either  party for any reason upon not less than ten days' notice
given  to  the  other  party.  Notwithstanding  any  such  termination,  expense
reimbursement  payable  to Consultant by the Company as provided herein shall be
paid  promptly  in  accordance  with  this  Agreement.

2.          SERVICES  AND  RECORDS. The Company hereby engages the Consultant to
provide  web  identity  and  online  multimedia  services  (  the  "Services"  )
Consultant  accepts  such  engagement  and agrees to timely perform the Services
fully,  faithfully and in a professional manner. The scope of the Services shall
be  defined  by  the Company and shall be performed within the time frame agreed
upon  between  the  Company  and  Consultant.  Electronic mail shall serve as an
acceptable  form  to authorize specific tasks. Consultant agrees to be available
to  perform the Services as reasonably required by the Company. Consultant shall
perform  the  Services  in  full  compliance with all applicable laws, rules and
regulations.

3.          COMPENSATION.  In consideration of performance of current and future
Services,  the Company agrees to remunerate the Consultant with 7,000,000 shares
of  common  stock.

4.          REIMBURSEMENT  FOR  EXPENSES. The Company shall reimburse Consultant
for all pre-approved reasonable out of pocket expenses incurred by Consultant in
the  performance of Consultant's duties. Expenses shall not include Consultant's
overhead  such  as  rent,  telephone,  salaries  and  other  operating expenses.
Consultant will maintain such records and written receipts as may be required by
the  Company  to  substantiate  such  expenses.

5.          CORPORATE  OPPORTUNITY.  Consultant acknowledges and agrees that any
actual or potential opportunity within the area of interest of the Company which
comes  to  its  attention at any time during the term of this Agreement shall be
made  available  to  the  Company.

6.          NONCOMPETITION  AND  NONSOLICITATION. Consultant agrees that he will
not,  directly  or indirectly, (i) engage in or become financially interested in
any  business  which competes with the business of the Company or any subsidiary
or affiliate of the Company, or (ii) induce or attempt to induce any employee of
the  Company  or of any subsidiary or affiliate of the Company to terminate such
employment,  in  all cases during the term of this Agreement and for a period of
two  years thereafter. Consultant acknowledges and agrees that the terms of this
Section 6 are fair and equitable in all respects and are reasonably necessary to
protect  the  business  and  goodwill  of  the  Company.

                                       15


7.          CONFIDENTIAL  INFORMATION.  Consultant agrees that during the entire
term of this Agreement and at all times thereafter, any confidential information
or  trade  secrets  ("Confidential Information") owned or used by the Company or
any  subsidiary  or  affiliate  of the Company of which Consultant shall acquire
knowledge  shall be considered and kept by Consultant as the private, privileged
and  proprietary  records  of the Company and will not be divulged to or used by
any person except on the direct authority of the Company. Consultant agrees that
the  Company shall be entitled, with or without notice, to temporary restraining
orders  and  preliminary  and  permanent  injunctions  restraining and enjoining
Consultant,  any persons acting in concert with Consultant and any other persons
having or proposed to have the use or benefit of Confidential Information or for
any  other  breach  of  either  Section 6 or Section 7. Confidential Information
includes, without limitation, all documentation and other tangible or intangible
discoveries,  ideas,  concepts,  software,  designs,  drawings,  specifications,
techniques,  models,  information,  source  code,  object  code,  diagrams, flow
charts,  procedures,  know-how,  financial  statements  and  other  financial
information,  customer  and  supplier  lists,  tax  records,  personnel records,
accounting  procedures  and  other  business  records  and  information, whether
similar  or  dissimilar to the foregoing. Confidential Information also includes
any  information  described  above which the Company obtains from another person
which  the  Company treats or designates as proprietary or confidential, whether
or  not  owned  or  developed  by  the  Company.

8.          ARBITRATION.  Except as provided in Section 7 above, in the event of
any  differences,  claims or disputed matters between the parties hereto arising
out  of  this  Agreement or connected herewith, the parties agree to submit such
matters  to arbitration by the American Arbitration Association or its successor
in the Reno, Nevada, metropolitan area. Either party can invoke arbitration upon
ten  days'  notice to the other party. The determination of the arbitrator shall
be  final and absolute. The arbitrator shall be governed by the duly promulgated
rules  and regulations of the American Arbitration Association or its successor,
and  the  pertinent  provisions  of the laws of the State of Nevada, relating to
arbitration.  The decision of the arbitrator may be entered in a judgment in any
court  of  the  State  of Nevada or elsewhere. The arbitrator shall not have the
power  to  award  consequential  or  exemplary  damages.


9.          INDEMNIFICATION.  To  the full extent allowed by law, the Consultant
shall fully protect, defend, indemnify and hold the Company harmless against and
from  any  and  all  claims,  losses,  damages,  judgments,  expenses  or costs,
including attorneys' fees and costs of investigation, incurred by it or to which
it  may  become  subject,  resulting  from  breach  of any term, representation,
provision  or  condition  of  this  Agreement.

10.          MISCELLANEOUS.  (i)  This Agreement sets forth the understanding of
the  parties  and  supersedes  all  prior  written  or  oral  understandings and
agreements  and may be modified only by a writing signed by all parties; (ii) No
party shall have the right to assign all or any portion of its rights, duties or
obligations  under this Agreement to any other person. Subject to the foregoing,
all  terms  and  provisions of this Agreement shall be binding upon and inure to
the  benefit  of  and  be  enforceable  by  the heirs, personal representatives,
successors  and  assigns  of  the  parties hereto; (iii) This Agreement shall be
governed  by  and  construed  in accordance with the laws of the State of Nevada
without  regard  to the conflict of laws provisions thereof; (iv) The failure of
any  party  to insist in any one or more instances upon performance of any terms
or  conditions  of  this  Agreement shall not be construed as a waiver of future
performance  of  such or any other term, covenant or condition; (v) In the event
any  party  takes  legal  action against any other party in order to enforce the
terms  of  this Agreement, the party in whose favor a final judgment or order is

                                       16


rendered  shall  be  entitled  to  recover  from  the other party its reasonable
attorneys'  fees  and costs to be fixed by the court or arbitrator which renders
such  judgment  or  order.  Such  fees and costs shall include those incurred in
connection with any appeal or appeals; (vi) Should any term or condition of this
Agreement  be  determined  by  a  court  of competent jurisdiction to be void or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect;  and  (vii)  All notices required hereunder shall be deemed to have
been  given  when  in  writing upon the earlier of personal delivery by courier,
facsimile  or  other  receipted  delivery or three days following deposit in the
United  States  mails  by  certified or registered mail, postage prepaid, to the
party  at the addresses set forth below. Any party hereto, by notice duly given,
may  change  the  address  for  the  giving  of  notice.

11.          LEGAL  COUNSEL.  Consultant acknowledges that legal counsel for the
Company  has  prepared this Agreement; that such counsel does not, and will not,
represent  Consultant  in  connection  with  this  Agreement  and  any  and  all
transactions  contemplated hereby; and that Consultant has been urged to consult
with  its  own  legal  counsel.

12.          REMEDIES  NOT  EXCLUSIVE. The remedies provided herein are not, and
shall  not  be,  exclusive  but  shall be cumulative with and in addition to any
other  remedy,  which  may be available to any party hereto at law or in equity,
including,  but  not  by  way  of  limitation,  damages  for  any breach hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set  forth  above.

KNOWLEDGE  NETWORKS,  INC.,  A  NEVADA  CORPORATION



/s/  Jeffrey  A.  Harry
     JEFFREY  A.  HARRY



CONTULTANT:




/s/  Jena  Minnick
     JENA  MINNICK
24843  Del  Prado,  Suite  326
Dana  Point  CA  92629

                                       17



                              CONSULTING AGREEMENT

1.     Introduction.  This  Agreement  is made and entered into this 30th day of
June,  2001, by and between Tarja Morado ("Consultant"), and Knowledge Networks,
Inc.  having  its principal place of business at 34700 Pacific Coast Hwy., Suite
303,  Capistrano  Beach  CA  92624  ("Client").

2.     Description  of  Services.  During the term of this Agreement, Consultant
will  diligently  use  best  efforts  to  provide consulting services related to
staffing,  payroll,  management  consulting  for  Client, as decided upon by the
Client.

3.     Term  of  Agreement.  Consultant  shall be retained on an exclusive basis
for  a  term  of  thirty-six  (36)  months,  commencing  on  the  date  hereof.

4.     Where  Services  Are  to  Be  Performed.  Consultant's  services  will be
performed  at  Consultant's  facilities  or  such  other  places that are deemed
appropriate  by  Consultant.

5.     Compensation.  Client will pay 7,000,000 shares of KNWR common stock as a
consulting  fee.  The  compensation  shall  be  due  with  the execution of this
Agreement.

6.     Reimbursement  of  Expenses.  Client  will  reimburse  Consultant for all
authorized  expenses  incurred  by  Consultant  required in connection with this
Agreement.  Reimbursement  of  expenses  shall  be made on the basis of itemized
statements  submitted  by  Consultant  and  including, whenever possible, actual
bills,  receipts,  or other evidence of expenditures.  Payment is due within ten
(10)  days  after  delivery  of  statements  to  Client.

7.     Consultant  an  Independent  Contractor.  Consultant  will  furnish
Consultant's  services  as  an  independent contractor and not as an employee of
Client,  or  of  any company affiliated with Client.  Consultant has no power or
authority  to act for, represent, or bind Client, or any company affiliated with
Client  in any manner.  Consultant is not entitled to any medical coverage, life
insurance, participation in Client's savings plan, or other benefits afforded to
Client's  regular  employees,  or those of any of Client's affiliated companies.


8.     Confidential  Information, Trade Secrets and Inventions.  Consultant will
treat  as  proprietary  and  confidential  any  Confidential  Information, Trade
Secrets  and  Inventions,  belonging  to Client, or affiliated companies, or any
third  parties,  disclosed to Consultant in the course of Consultant's services.
For  purposes  of  this  Agreement, "Confidential Information, Trade Secrets and
Inventions"  means  all  information,  processes,  process  parameters, methods,
practices,  techniques,  plans,  computer  programs  and  related documentation,
customer  lists,  price  lists,  supplier  lists,  marketing  plans, advertising
materials,  financial  information,  and  all  other compilations of information
which  relate,  directly  or  indirectly,  to  the business and/or operations of
Client  and/or  which  have  not  been  intentionally disclosed by Client to the
general  public,  and/or  which  may give the Client an opportunity to obtain an
advantage  over  other competitors, persons or parties, regardless of the source
from,  or  method  or  manner  by  which  Consultant  may  have  acquired  same.

                                       18


9.     Inside  Information  -- Securities Laws Violations.  In the course of the
performance  of Consultant's duties, it is expected that Consultant will receive
information  that  is  considered material inside information within the meaning
and  intent  of  the  U.S.  federal  securities  laws,  rules,  and regulations.
Consultant  will  not  disclose  this  information directly or indirectly to any
third  party,  nor  will Consultant provide advice to any other party concerning
any  decision  to  buy,  sell,  or otherwise deal in securities of the Client or
those of any of Client's affiliated companies falling within the jurisdiction of
U.S.  securities  laws.

10.     Warranty  That Agreement Does Not Contemplate Corrupt Practices-Domestic
or Foreign.  Consultant represents and warrants that (a) all payments under this
Agreement  constitute compensation for services performed and (b) this Agreement
and  all  payments,  and the use of the payments by Consultant, do not and shall
not constitute an offer, payment, or promise, or authorization of payment of any
money  or  gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.  These payments
may  not  be  used  to  influence  any act or decision of an official, party, or
candidate  in  his,  her,  or its official capacity, or to induce such official,
party,  or  candidate  to  use  his,  her, or its influence with a government to
affect  or  influence any act or decision of such government to assist Client in
obtaining,  retaining,  or  directing business to Client, or any person or other
corporate  entity.  As  used  in  this  Paragraph, the term "official" means any
officer  or  employee  of  a  government,  or  any  person acting in an official
capacity  for or on behalf of any government; the term "government" includes any
department,  agency,  or  instrumentality  of  a  government.

11.     General  Provisions.

(a)     Successors  and  Assigns.  This  Agreement is intended to benefit and is
binding  on  (i) the successors and assigns of Consultant and (ii) the heirs and
legal  successors  of  Client.

(b)     Governing Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada and shall be enforceable only in any
U.S.  District  Court of Nevada in spite of the fact that Consultant may perform
services  hereunder  in  various  jurisdictions.

(c)     Separate  Enforcement  of  Provisions.  If for any reason a part of this
Agreement  is unenforceable, the remainder of the Agreement shall be enforced to
the  extent  possible.

(d)     Modification  of  Agreement.  This  Agreement  may  only  be modified in
writing  signed  by  both  the  (i)  Client  and  (ii)  the  Consultant.

(e)     Effective  Date.  Regardless  of  when  executed,  the parties expressly
acknowledge  and  agree this Agreement is deemed to be effective on the date set
forth  in  the  first  paragraph  of  this  Agreement.

(f)     Entire  Document.  This  Agreement  constitutes  the  sole  and  entire
agreement  among  the  parties  with  respect  to  the subject matter hereof and
replaces  and supersedes any and all prior understandings and agreements between
the  parties,  whether  oral  or  written,  express  or  implied.

                                       19


(g)     Indemnity.  Each party hereby expressly agrees to indemnify and hold the
other  party,  its  officers, directors, agents and employees, harmless from and
against  any  and  all  losses,  costs,  damages,  claims  or  liabilities,  of
what-soever nature, including, without limitation, attorneys' fees, arising from
(i)  any  breach of this Agreement or (ii) the fact that any representation made
herein  by Client was false or misleading when made.  Client shall indemnify and
hold  Consultant  harmless  from  any claims arising from the services performed
hereunder,  or  any  portion  thereof.

(h)     Arbitration.  Any  controversy  or  claim  arising out of or relating to
this  Agreement,  or  the  breach  thereof,  shall  be  resolved  by binding and
specifically  enforceable  arbitration  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  Any  arbitration  hereunder  shall  be  held  only in Reno, Nevada and
enforced only in the state district court situated therein.  No appeals shall be
permitted.

(i)     Execution  of  Agreement.  This  Agreement  shall be deemed to have been
executed  in  Dana  Point,  California.


                              Consultant:     TARJA  MORADO

                              /s/  Tarja  Morado
                              TARJA  MORADO


                              Client:  KNOWLEDGE  NETWORKS,  INC.

                              /s/  Jeffrey  A.  Harry
                              JEFFREY  A.  HARRY

                                       20
[{"type": "S-8", "sequence": "1", "filename": "r01s801.txt", "secsgml_size_bytes": 46777}]
{"company-data": {"conformed-name": "KNOWLEDGE NETWORKS INC", "cik": "0001098590", "assigned-sic": "7374", "irs-number": "912014670", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65288", "film-number": "1683437"}, "business-address": {"street1": "24843 DEL PRADO", "street2": "SUITE 318", "city": "DANA POINT", "state": "CA", "zip": "92629", "phone": "9492489561"}, "mail-address": {"street1": "34700 PACIFIC COAST HIGHWAY", "street2": "SUITE 303", "city": "CAOUSTRANO BEACH", "state": "CA", "zip": "92624"}}
SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-30565

                            KNOWLEDGE NETWORKS, INC.

Nevada     91-2014670
(Jurisdiction  of  Incorporation)     (I.R.S.  Employer  Identification  No.)

34700  Pacific  Coast  Highway,  Suite  303,  Capistrano  Beach  CA     92624
(Address  of  principal  executive  offices)                         (Zip  Code)

            Service Providers     # Shares         $ Value
            Jena Minnick          7,000,000     3,360,000.00
            Peter Zouvas          5,500,000     2,640,000.00
            Karl E. Rodriguez       500,000       240,000.00
            Tarja Morado          7,000,000     3,360,000.00

                               (Agent for Service)

                                 William Stocker
                                 Attorney at Law
                     34700 Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                    phone (949) 248-9561  fax (949) 248-1688

                                  July 17, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------

Title of           Amount to        Proposed         Proposed    Amount of
Securities to      to be            Maximum          Maximum     of Registration
Be Registered      Registered       Offering Price   Aggregate   Fee
                                    Per Unit         Offering
                                                     Price
--------------------------------------------------------------------------------
Common Stock       20,000,000       $0.48            $9,600,000.00    $2,534.40
$0.001 par value   shares           per share
--------------------------------------------------------------------------------

1  The  securities  of  this Issuer are listed and trading on the OTCBB Bulletin
Board.  The  price is determined accordingly at the mutually acceptable price at
discount  from  the  current  bid  price,  due  to  a  number of market factors,
including  the  lack  of  trading  volume,  corporate  liquidity,  and  others.

                                        1

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ( Common Stock ) Registered
under  12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to  one vote; all shares of the class share equally in dividends and liquidation
rights.  Pursuant  to the laws of Nevada a majority of all shareholders entitled
to  vote  at a shareholders meeting regularly called upon notice may take action
as  a  majority  and  give  notice to all shareholders of such action. A limited
market  presently  exists  for  the  securities  of  this  Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.  Exhibit  1  hereto  is an Opinion of Counsel respecting the
legality  of  the  issuance  of  the  securities  covered  by  this Registration
Statement. Receipt of the Securities covered by this Registration Statement will
be  treated  as the equivalent of cash received for services as ordinary income.
The  Securities are issued in compensation for services at the rate of $0.48 per
share  for  $9,600,000.00  of  services  performed.

     Exhibit  2  hereto  are  Corporate  Minutes.

     Exhibit 3 hereto is the Consulting Agreement for services to be compensated
in  stock.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                        2

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized.

                            KNOWLEDGE NETWORKS, INC.

Dated:  July  17,  2001
                                       by

/s/  Jeffrey  A.  Harry
Jeffrey  A.  Harry
president/secretary

                                        3

--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4

                                 LAW OFFICES OF
                                 William Stocker
                 phone  (949)  248-9561    fax (949) 248-1688
                    34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624

                                  July 17, 2001
To  the  President  and  the
Board  of  Directors
eWorld  Travel  Corp.
34700  Pacific  Coast  Highway,  Suite  303,
Capistrano  Beach  CA  92624     re:  Opinion  of  Special  Counsel

     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form  S-8  to  compensate  consultants  in  the  amount  of
$9,600,000.00  in the form of 20,000,000 shares of common stock to be registered
thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common  Stock  is  Registered  pursuant  to  12(g)  of  the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
If  and  when  issued,  the  securities  would  be  and  must  be treated as the
equivalent  of  cash  paid  and received back as the purchase of securities. The
Securities  would  be  issued in compensation for services at the rate of $0.48:

            Service Provider        # Shares        $ Value
            Jena Minnick           7,000,000     3,360,000.00
            Peter Zouvas           5,500,000     2,640,000.00
            Karl E. Rodriguez        500,000       240,000.00
            Tarja Morado           7,000,000     3,360,000.00

for  current  and  future  services  to  be  performed.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.
     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.
                                Very Truly Yours,

                                 William Stocker
                                 William Stocker
                           special securities counsel

                                        5

--------------------------------------------------------------------------------
                                    EXHIBIT 2

                                CORPORATE MINUTES
--------------------------------------------------------------------------------

                                        6

                            KNOWLEDGE NETWORKS, INC.
                              A NEVADA CORPORATION

                        MINUTES OF THE BOARD OF DIRECTORS

                                  July 17, 2001

     THE  MEETING  WAS  HELD pursuant to waiver of Notice.  The sole Officer and
Director  present  was  Jeffrey  A.  Harry.

     THE  BOARD  DISCUSSED  issues  of  compensation  for our service providers.

     THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: The Officers are empowered and
directed to issue shares for services, at $0.48, to be Registered pursuant to  5
of  the  Securities  Act  of  1933,  on  Form  S-8:  as  follows:

            Service Provider     # Shares         $ Value
            Jena Minnick         7,000,000     3,360,000.00
            Peter Zouvas         5,500,000     2,640,000.00
            Karl E. Rodriguez      500,000       240,000.00
            Tarja Morado         7,000,000     3,360,000.00

     THERE  BEING  NO  FURTHER  BUSINESS,  the  meeting  was  adjourned.

     THE  UNDERSIGNED  DIRECTORS  hereby  Acknowledge  or  Waive  Notice of this
Meeting  and  Approve  the  foregoing  Minutes  of  the  Board.

                         /s/  Jeffrey  A.  Harry
                              Jeffrey  A.  Harry

                                        7

--------------------------------------------------------------------------------
                                    EXHIBIT 3

                  CONSULTING AGREEMENT(S) OF SERVICE PROVIDERS
--------------------------------------------------------------------------------

                                        8

                             ATTORNEY DISCLOSURE AND
                         SPECIAL RELATIONSHIP AGREEMENT

                                KARL E. RODRIGUEZ
                                 ATTORNEY AT LAW

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  Intrepid  ),  and  Knowledge  Networks,  Inc. a Nevada
Corporation,  (hereafter  Intrepid-Client  ),  and  Karl  E.  Rodriguez,  Exim
International,  Inc.'s  General  Counsel,  and  dated  December  16,  1998.  In
consideration  of  the  mutual  promises  contained herein, and on the terms and
conditions  herein  set  forth,  the  parties  agree  as  follows:

     A.  SUMMARY.

     Knowledge  Networks,  Inc.  has  employed  Intrepid  International, Ltd. to
perform  certain  financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full  written disclosure, and to define special character of both the ostensible
and  actual  relationships  between  the  parties.

     Karl  E.  Rodriguez is actually General Counsel of Exim International, Inc.

     Karl E. Rodriguez will be authorized by this agreement to act as ostensible
Special  Transactional  Counsel  for  Knowledge  Networks,  Inc..

     A.  RECITALS

     1.  INTREPID  RETAINER  AGREEMENT.     Intrepid  International,  Ltd. is or
will  be  hereby  retained  as  financial  services  consultants  for  the
Intrepid-Client,  pursuant  to  that  certain  Financial  Services  Consulting
Agreement  of even date herewith. Among the services contemplated to be provided
by  that  Agreement  are  the services of Karl E. Rodriguez, attorney at law, as
Special  Transactional  Counsel  for  the  Intrepid-Client.

     2.  EXIM INTERNATIONAL, INC., is a financial consulting firm, not a broker,
dealer  or  registered  investment  advisor,  a principal consultant to Intrepid
International,  Ltd.

     3.  EXIM  GENERAL  COUNSEL.  Karl E. Rodriguez, attorney at law, is General
Counsel  to  Intrepid's Consultant, Exim International, Inc., first and foremost
and  always,  and  this paramount status and relationship has been and is hereby
fully  disclosed,  in connection with the Intrepid-Client's consideration of the
potential  services  of  Karl  E.  Rodriguez  as  Special  Counsel  with Limited
Authority,  in  connection  with,  and  only  in  connection  with  the services
requested  and  agreed  to  between  Intrepid  and  the  Intrepid-Client.

     4.  DEFINITION OF  SPECIAL COUNSEL WITH LIMITED AUTHORITY . As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently  and  without  exception: Exim General Counsel Karl E. Rodriguez is
authorized,  where  appropriate  to  employ the designation  Special Counsel  or
Special  Transactional Counsel  for the Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested by the

                                        9

Intrepid-Client  to  be performed by Intrepid pursuant to the Financial Services
Consulting  Agreement  of  even  date  herewith.  Exim  General Counsel, Karl E.
Rodriguez  as  between  such  Counsel  and  the  Intrepid-Client,  is  not
Intrepid-Client's  Counsel,  nor counsel to the Intrepid-Client generally, or in
any  other  manner  than  specified in this definition. Special Counsel will not
take  action which is not authorized by the Intrepid-Client nor represent to any
person  any  general  authority  to speak for or bind the Intrepid-Client in any
manner.

     5.  INTREPID-CLIENT'S  RIGHT  TO  DECLINE  THE  RELATIONSHIP.  The
Intrepid-Client  has  been  informed,  and  is  informed  hereby,  that  the
Intrepid-Client  is  not  required to join in the special relationship disclosed
and  defined  herein.  Intrepid-Client  may employ or require its own counsel or
independent  counsel  for any and all purposes at its expense and in addition to
its  obligations  to  Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the Intrepid-Client as
to  any  matter  arising  from  its  relationship to Intrepid or Exim's Counsel.

     6.  MANAGEMENT'S  PREFERENCE.  It is the desire of sophisticated management
that  the  unnecessary  expense  of  cumulative  counsel  with respect to purely
technical  matters  is  not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and  that  no  conflict of interest exists or is likely to arise from the strict
and  precise  observance of that relationship as defined. Accordingly management
understands,  accepts  and  affirmatively  requests  such  an  arrangement.

     B.  SPECIAL  COUNSEL  AGREEMENT

     1.  SPECIAL  COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and  adopt  that  special technical relationship of Special Counsel with Limited
Authority  as defined hereinabove, for the sole and separate purpose of allowing
Intrepid  Counsel  to  perform  services appropriate to the services of Intrepid
requested  by  the  Intrepid-Client.

     2.  BILLINGS.  Special  Counsel  (Exim's  Counsel)  shall  invoice and bill
applicable  time  and  services  to Intrepid, separately with respect to matters
applicable  to  this  Intrepid-Client. Time shall be billable at $300.00/hr, and
such  incidental secretarial services shall be billable at $100.00/hr, as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client  in  advance. Intrepid shall be responsible, as between Intrepid
and  its  counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between  Intrepid  and  the  Intrepid-Client,  the  Intrepid-Client  shall  be
responsible to Intrepid for the total of its own and Counsel's billings. Certain
special  minimum  fixed fees shall apply to Legal Opinions: (a) Opinions for the
Issuance  of  free  trading  stock, $2,500.00; Opinions to remove restriction on
issued  restricted  securities;  $2,000.00;  Opinions  to  issue  restricted
securities,  as  defined  in  Rule  144(a),  $1,000.00.

                                       10

     3.  TERMINATION.     The terms of this agreement may be terminate by either
Intrepid-Client  or Special Counsel at any time upon written or other reasonable
notice  to  the  other.

     4.  MISCELLANEOUS  This  agreement  sets  forth  the  entire  agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws  of  the Intrepid-Client's place of Incorporation if that be Nevada or
Texas,  and  if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

Intrepid  International,  Ltd.

by

/s/  Kirt  W.  James               /s/  Karl  E.  Rodriguez
     Kirt  W.  James,  President        Karl  E.  Rodriguez
                                        attorney  at  law

THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

     Knowledge  Networks,  Inc.

Date:   December  16,  1998     By:     /s/  Kirt  W.  James
                                             Kirt  W.  James,  President

                                       11

                              CONSULTING AGREEMENT

THIS  AGREEMENT,  dated  as  of  June  30,  2001  (the  "Agreement")  is  by and
between  Knowledge  Networks,  Inc.,  a Nevada corporation having its  principal
office  at  34700  Pacific  Coast  Hwy.,  #303,  Capistrano Beach0 CA 92624 (the
"Company")  and  Peter  Zouvas, an individual residing at 2811 State Street, San
Diego  CA  92103  ("Consultant").

WHEREAS  the  Company  desires  that  it be able to call upon the experience and
knowledge  of  Consultant  for  consultation  services  and  advice;

WHEREAS  Consultant  is  willing  to  render such services to the Company on the
terms  and  conditions  hereinafter  set  forth  in  this  Agreement;

NOW,  THEREFORE, in consideration of the promises and mutual covenants contained
herein  and  for  other  good  and  valuable consideration, the parties agree as
follows:

1.  TERM  OF  AGREEMENT.  Commencing  on  the  date  hereof, Consultant shall be
retained  by  the Company for an initial period of three years, which period may
be  renewable  upon  mutual written agreement of the parties. The initial period
and  any  extensions or renewals thereof shall constitute the "Consulting Term."

2.  POSITION  AND  RESPONSIBILITIES.

    (a) Consultant hereby agrees to serve as a consultant to the Company and  to
render  such advice and services to the Company as may be reasonably required by
the  Company  including,  without  limitation,  to  identify  and facilitate the
formation  of  business  relationships  between  the  Company  and  one  or more
qualified  domestic companies or multi-national companies. During the Consulting
Term,  Consultant  shall  report  directly  to the President and Chief Executive
Officer  of  the  Company.

3.  COMPENSATION.  Client  will  pay  5,500,000 shares of KNWR common stock as a
consulting  fee.  The  compensation  will  be  due  with  the  execution of this
Agreement.

4.  EXPENSES.  Consultant shall be reimbursed in accordance with the policies of
the  Company  for  necessary  and  reasonable  business  expenses  incurred  by
Consultant  in  connection  with  performance  of  his  duties  hereunder.

5.  TERMINATION.  This  Agreement  and  Consultant's retention hereunder  may be
terminated prior to the end of the Consulting Term for any reason  upon 30 day's
written  notice  by  either  party.

6.  CONFIDENTIALITY.  Consultant  recognizes  and  acknowledges  that  in  the
course  of  Consultant's  duties,  Consultant  may  receive  confidential  or
proprietary  information owned by the Company, or other third parties  with whom
the  Company has an obligation of confidentiality.  Therefore,  during and after
the Consulting Term, Consultant agrees to keep  confidential and not disclose or
use  (except  in connection with the  fulfillment of the Consultant's consulting
duties  to  the  Company  under  this Agreement) all confidential or proprietary
information  owned  by, or  received by or on behalf of, the Company unless such

information  is  required  to  be disclosed by legal, administrative or judicial
process.    "Confidential  Information"  shall include, but shall not be limited
to,  confidential  or  proprietary  scientific or technical information or data,
business  plans,  trade  secrets, or other confidential information  relating to
customers,  development  programs,  costs, marketing, trading, investment, sales
activities,  promotion,  credit  and  financial  data,  manufacturing processes,
financing  methods,  plans or the business and affairs of the Company generally,
or  of  any subsidiary or affiliate of the Company.  "Confidential  Information"
shall  not  include,  however,  information  in  the public  domain, information
disclosed  to  Consultant  by a third party entitled to  disclose it without any
obligation of confidentiality, or information  already known to Consultant prior
to its receipt provided Consultant can  evidence such prior knowledge by written
documentation.

7.  OWNERSHIP  OF  INVENTIONS.  In  consideration  for  the  compensation  paid
to  Consultant  by  the  Company,  Consultant hereby assigns to the Company  all
Consultant's  right,  title  and  interest in all inventions that arise from the
Consultant's  consulting  activities  for  the  Company hereunder, and agrees to
cooperate  fully in the prosecution of any patent application resulting from any
such  invention,  at the expense of the Company, which cooperation shall include
executing  any  necessary  documents  in  connection  therewith.

8.  SPECIFIC  PERFORMANCE.  Consultant  acknowledges  and  agrees  that  the
Company's  remedies  at  law  for  a  breach  or threatened breach of any of the
provisions  of paragraphs 6 through 7 would be inadequate and, in recognition of
this  fact,  Consultant agrees that, in the event of such a breach or threatened
breach,  in  addition  to  any  remedies  at law or equity, the Company, without
posting  any  bond,  shall  be  entitled  to
obtain  any  form  of  equitable  relief  which  may  be  available  to  it.

                                       12

9.  REPRESENTATION  OF  CONSULTANT;  USE  OF  NAME.  Consultant  represents
that  there  are  no binding agreements to which he is a party or by which he is
bound,  forbidding  or  restricting  his  activities  herein.

10.  CONSULTANT  NOT  AN  EMPLOYEE.  The  Company  and  Consultant  hereby
acknowledge and agree that Consultant shall perform the services hereunder as an
independent contractor and not as an employee of the Company.  Consultant agrees
that  he  will  file  Consultant's  own tax returns on the basis of Consultant's
status  as  an  independent  contractor  for the reporting of all income, social
security, employment and other taxes due and owing on the consideration received
by  him  under this Agreement and that he is responsible for the payment of such
taxes.  Similarly,  Consultant  shall  not  be entitled to benefits specifically
associated  with  employment status, such as medical, dental and life insurance,
stock  or  stock options of the Company and shall not be entitled to participate
in  any  other  employer  benefit programs, except as is set forth in a separate
Subscription  Agreement  between  the  parties  hereto.  As  an  independent
contractor,  Consultant  acknowledges, understands and agrees that Consultant is
not,  and  shall  not  represent  to  third  parties  as  being,  the  agent  or
representative  of the Company nor does he have, and shall not represent himself
to  third  parties as having, power or authority to do or take any action for or
on  behalf  of the Company, as its agent, representative or otherwise, except as
specifically  herein  set  forth.

11.  MISCELLANEOUS.

     (a)  GOVERNING  LAW.  This Agreement shall be governed by and construed  in
accordance with the laws of the State of Nevada, without regard to principles of
conflicts  of  laws.

     (b)  ENTIRE  AGREEMENT;  AMENDMENT.  This  Agreement  contains  the  entire
understanding of the parties with respect to the retention of Consultant by  the
Company.  There  are  no  restrictions,  agreements,  promises,  warranties,
covenants  or  undertakings  between  the  parties  with  respect to the subject
matter  herein  other than those expressly set forth herein.  This Agreement may
not be altered, modified, or amended except by written instrument signed  by the
parties  hereto.

                                       13

     (c)  NO WAIVER.  The failure of a party to insist upon strict adherence  to
any  term of this Agreement on any occasion shall not be considered a  waiver of
such  party's  rights  or  deprive such party of the right thereafter  to insist
upon  strict  adherence  to  that  term  or of any other term of this Agreement.

     (d)  SEVERABILITY.  In  the  event  that  any one or more of the provisions
of  this  Agreement  shall be or become invalid, illegal or unenforceable in any
respect,  the  validity, legality and enforceability of the remaining provisions
of  this  Agreement  shall  not  be  affected  thereby.

     (e)  SUCCESSORS;  BINDING  AGREEMENT.  This  Agreement  shall  inure to the
benefit  of  and  be binding upon the parties hereto and their respective heirs,
representatives,  successors  and  assigns.

     (f)  COUNTERPARTS;  EFFECTIVENESS.  This  Agreement  may  be  signed  in
counterparts,  each  of  which  shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Agreement
shall  become effective when each party hereto shall have received a counterpart
hereof  signed  by  the  other  party  hereto.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed this

Agreement  as  of  the  day  and  year  first  above  written.

 Consultant:

 /s/  Peter  Zouvas
      PETER  ZOUVAS

KNOWLEDGE  NETWORKS,  INC.

 /s/  Jeffrey  A.  Harry
      JEFFREY  A.  HARRY
      Its:  President

                                       14

                              CONSULTING AGREEMENT

THIS  CONSULTING  AGREEMENT ("Agreement") is made and entered into this Tuesday,
July  17,  2001,  effective  as of Tuesday, July 17, 2001(the "Effective Date"),
between Knowledge Networks, Inc., a Nevada corporation (the "Company"), and Jena
Minnick  ("Consultant").

     For and in consideration of the mutual covenants contained herein and other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  the  parties  agree  as  follows:

1.          TERM AND TERMINATION. This Agreement shall commence on the Effective
Date  and  shall  continue  for  a  period  of thirty-six months thereafter (the
termination  date  being  referred  to  as the "Expiration Date") unless earlier
terminated  by  either  party for any reason upon not less than ten days' notice
given  to  the  other  party.  Notwithstanding  any  such  termination,  expense
reimbursement  payable  to Consultant by the Company as provided herein shall be
paid  promptly  in  accordance  with  this  Agreement.

2.          SERVICES  AND  RECORDS. The Company hereby engages the Consultant to
provide  web  identity  and  online  multimedia  services  (  the  "Services"  )
Consultant  accepts  such  engagement  and agrees to timely perform the Services
fully,  faithfully and in a professional manner. The scope of the Services shall
be  defined  by  the Company and shall be performed within the time frame agreed
upon  between  the  Company  and  Consultant.  Electronic mail shall serve as an
acceptable  form  to authorize specific tasks. Consultant agrees to be available
to  perform the Services as reasonably required by the Company. Consultant shall
perform  the  Services  in  full  compliance with all applicable laws, rules and
regulations.

3.          COMPENSATION.  In consideration of performance of current and future
Services,  the Company agrees to remunerate the Consultant with 7,000,000 shares
of  common  stock.

4.          REIMBURSEMENT  FOR  EXPENSES. The Company shall reimburse Consultant
for all pre-approved reasonable out of pocket expenses incurred by Consultant in
the  performance of Consultant's duties. Expenses shall not include Consultant's
overhead  such  as  rent,  telephone,  salaries  and  other  operating expenses.
Consultant will maintain such records and written receipts as may be required by
the  Company  to  substantiate  such  expenses.

5.          CORPORATE  OPPORTUNITY.  Consultant acknowledges and agrees that any
actual or potential opportunity within the area of interest of the Company which
comes  to  its  attention at any time during the term of this Agreement shall be
made  available  to  the  Company.

6.          NONCOMPETITION  AND  NONSOLICITATION. Consultant agrees that he will
not,  directly  or indirectly, (i) engage in or become financially interested in
any  business  which competes with the business of the Company or any subsidiary
or affiliate of the Company, or (ii) induce or attempt to induce any employee of
the  Company  or of any subsidiary or affiliate of the Company to terminate such
employment,  in  all cases during the term of this Agreement and for a period of
two  years thereafter. Consultant acknowledges and agrees that the terms of this
Section 6 are fair and equitable in all respects and are reasonably necessary to
protect  the  business  and  goodwill  of  the  Company.

                                       15

7.          CONFIDENTIAL  INFORMATION.  Consultant agrees that during the entire
term of this Agreement and at all times thereafter, any confidential information
or  trade  secrets  ("Confidential Information") owned or used by the Company or
any  subsidiary  or  affiliate  of the Company of which Consultant shall acquire
knowledge  shall be considered and kept by Consultant as the private, privileged
and  proprietary  records  of the Company and will not be divulged to or used by
any person except on the direct authority of the Company. Consultant agrees that
the  Company shall be entitled, with or without notice, to temporary restraining
orders  and  preliminary  and  permanent  injunctions  restraining and enjoining
Consultant,  any persons acting in concert with Consultant and any other persons
having or proposed to have the use or benefit of Confidential Information or for
any  other  breach  of  either  Section 6 or Section 7. Confidential Information
includes, without limitation, all documentation and other tangible or intangible
discoveries,  ideas,  concepts,  software,  designs,  drawings,  specifications,
techniques,  models,  information,  source  code,  object  code,  diagrams, flow
charts,  procedures,  know-how,  financial  statements  and  other  financial
information,  customer  and  supplier  lists,  tax  records,  personnel records,
accounting  procedures  and  other  business  records  and  information, whether
similar  or  dissimilar to the foregoing. Confidential Information also includes
any  information  described  above which the Company obtains from another person
which  the  Company treats or designates as proprietary or confidential, whether
or  not  owned  or  developed  by  the  Company.

8.          ARBITRATION.  Except as provided in Section 7 above, in the event of
any  differences,  claims or disputed matters between the parties hereto arising
out  of  this  Agreement or connected herewith, the parties agree to submit such
matters  to arbitration by the American Arbitration Association or its successor
in the Reno, Nevada, metropolitan area. Either party can invoke arbitration upon
ten  days'  notice to the other party. The determination of the arbitrator shall
be  final and absolute. The arbitrator shall be governed by the duly promulgated
rules  and regulations of the American Arbitration Association or its successor,
and  the  pertinent  provisions  of the laws of the State of Nevada, relating to
arbitration.  The decision of the arbitrator may be entered in a judgment in any
court  of  the  State  of Nevada or elsewhere. The arbitrator shall not have the
power  to  award  consequential  or  exemplary  damages.

9.          INDEMNIFICATION.  To  the full extent allowed by law, the Consultant
shall fully protect, defend, indemnify and hold the Company harmless against and
from  any  and  all  claims,  losses,  damages,  judgments,  expenses  or costs,
including attorneys' fees and costs of investigation, incurred by it or to which
it  may  become  subject,  resulting  from  breach  of any term, representation,
provision  or  condition  of  this  Agreement.

10.          MISCELLANEOUS.  (i)  This Agreement sets forth the understanding of
the  parties  and  supersedes  all  prior  written  or  oral  understandings and
agreements  and may be modified only by a writing signed by all parties; (ii) No
party shall have the right to assign all or any portion of its rights, duties or
obligations  under this Agreement to any other person. Subject to the foregoing,
all  terms  and  provisions of this Agreement shall be binding upon and inure to
the  benefit  of  and  be  enforceable  by  the heirs, personal representatives,
successors  and  assigns  of  the  parties hereto; (iii) This Agreement shall be
governed  by  and  construed  in accordance with the laws of the State of Nevada
without  regard  to the conflict of laws provisions thereof; (iv) The failure of
any  party  to insist in any one or more instances upon performance of any terms
or  conditions  of  this  Agreement shall not be construed as a waiver of future
performance  of  such or any other term, covenant or condition; (v) In the event
any  party  takes  legal  action against any other party in order to enforce the
terms  of  this Agreement, the party in whose favor a final judgment or order is

                                       16

rendered  shall  be  entitled  to  recover  from  the other party its reasonable
attorneys'  fees  and costs to be fixed by the court or arbitrator which renders
such  judgment  or  order.  Such  fees and costs shall include those incurred in
connection with any appeal or appeals; (vi) Should any term or condition of this
Agreement  be  determined  by  a  court  of competent jurisdiction to be void or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect;  and  (vii)  All notices required hereunder shall be deemed to have
been  given  when  in  writing upon the earlier of personal delivery by courier,
facsimile  or  other  receipted  delivery or three days following deposit in the
United  States  mails  by  certified or registered mail, postage prepaid, to the
party  at the addresses set forth below. Any party hereto, by notice duly given,
may  change  the  address  for  the  giving  of  notice.

11.          LEGAL  COUNSEL.  Consultant acknowledges that legal counsel for the
Company  has  prepared this Agreement; that such counsel does not, and will not,
represent  Consultant  in  connection  with  this  Agreement  and  any  and  all
transactions  contemplated hereby; and that Consultant has been urged to consult
with  its  own  legal  counsel.

12.          REMEDIES  NOT  EXCLUSIVE. The remedies provided herein are not, and
shall  not  be,  exclusive  but  shall be cumulative with and in addition to any
other  remedy,  which  may be available to any party hereto at law or in equity,
including,  but  not  by  way  of  limitation,  damages  for  any breach hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set  forth  above.

KNOWLEDGE  NETWORKS,  INC.,  A  NEVADA  CORPORATION

/s/  Jeffrey  A.  Harry
     JEFFREY  A.  HARRY

CONTULTANT:

/s/  Jena  Minnick
     JENA  MINNICK
24843  Del  Prado,  Suite  326
Dana  Point  CA  92629

                                       17

                              CONSULTING AGREEMENT

1.     Introduction.  This  Agreement  is made and entered into this 30th day of
June,  2001, by and between Tarja Morado ("Consultant"), and Knowledge Networks,
Inc.  having  its principal place of business at 34700 Pacific Coast Hwy., Suite
303,  Capistrano  Beach  CA  92624  ("Client").

2.     Description  of  Services.  During the term of this Agreement, Consultant
will  diligently  use  best  efforts  to  provide consulting services related to
staffing,  payroll,  management  consulting  for  Client, as decided upon by the
Client.

3.     Term  of  Agreement.  Consultant  shall be retained on an exclusive basis
for  a  term  of  thirty-six  (36)  months,  commencing  on  the  date  hereof.

4.     Where  Services  Are  to  Be  Performed.  Consultant's  services  will be
performed  at  Consultant's  facilities  or  such  other  places that are deemed
appropriate  by  Consultant.

5.     Compensation.  Client will pay 7,000,000 shares of KNWR common stock as a
consulting  fee.  The  compensation  shall  be  due  with  the execution of this
Agreement.

6.     Reimbursement  of  Expenses.  Client  will  reimburse  Consultant for all
authorized  expenses  incurred  by  Consultant  required in connection with this
Agreement.  Reimbursement  of  expenses  shall  be made on the basis of itemized
statements  submitted  by  Consultant  and  including, whenever possible, actual
bills,  receipts,  or other evidence of expenditures.  Payment is due within ten
(10)  days  after  delivery  of  statements  to  Client.

7.     Consultant  an  Independent  Contractor.  Consultant  will  furnish
Consultant's  services  as  an  independent contractor and not as an employee of
Client,  or  of  any company affiliated with Client.  Consultant has no power or
authority  to act for, represent, or bind Client, or any company affiliated with
Client  in any manner.  Consultant is not entitled to any medical coverage, life
insurance, participation in Client's savings plan, or other benefits afforded to
Client's  regular  employees,  or those of any of Client's affiliated companies.

8.     Confidential  Information, Trade Secrets and Inventions.  Consultant will
treat  as  proprietary  and  confidential  any  Confidential  Information, Trade
Secrets  and  Inventions,  belonging  to Client, or affiliated companies, or any
third  parties,  disclosed to Consultant in the course of Consultant's services.
For  purposes  of  this  Agreement, "Confidential Information, Trade Secrets and
Inventions"  means  all  information,  processes,  process  parameters, methods,
practices,  techniques,  plans,  computer  programs  and  related documentation,
customer  lists,  price  lists,  supplier  lists,  marketing  plans, advertising
materials,  financial  information,  and  all  other compilations of information
which  relate,  directly  or  indirectly,  to  the business and/or operations of
Client  and/or  which  have  not  been  intentionally disclosed by Client to the
general  public,  and/or  which  may give the Client an opportunity to obtain an
advantage  over  other competitors, persons or parties, regardless of the source
from,  or  method  or  manner  by  which  Consultant  may  have  acquired  same.

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9.     Inside  Information  -- Securities Laws Violations.  In the course of the
performance  of Consultant's duties, it is expected that Consultant will receive
information  that  is  considered material inside information within the meaning
and  intent  of  the  U.S.  federal  securities  laws,  rules,  and regulations.
Consultant  will  not  disclose  this  information directly or indirectly to any
third  party,  nor  will Consultant provide advice to any other party concerning
any  decision  to  buy,  sell,  or otherwise deal in securities of the Client or
those of any of Client's affiliated companies falling within the jurisdiction of
U.S.  securities  laws.

10.     Warranty  That Agreement Does Not Contemplate Corrupt Practices-Domestic
or Foreign.  Consultant represents and warrants that (a) all payments under this
Agreement  constitute compensation for services performed and (b) this Agreement
and  all  payments,  and the use of the payments by Consultant, do not and shall
not constitute an offer, payment, or promise, or authorization of payment of any
money  or  gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States.  These payments
may  not  be  used  to  influence  any act or decision of an official, party, or
candidate  in  his,  her,  or its official capacity, or to induce such official,
party,  or  candidate  to  use  his,  her, or its influence with a government to
affect  or  influence any act or decision of such government to assist Client in
obtaining,  retaining,  or  directing business to Client, or any person or other
corporate  entity.  As  used  in  this  Paragraph, the term "official" means any
officer  or  employee  of  a  government,  or  any  person acting in an official
capacity  for or on behalf of any government; the term "government" includes any
department,  agency,  or  instrumentality  of  a  government.

11.     General  Provisions.

(a)     Successors  and  Assigns.  This  Agreement is intended to benefit and is
binding  on  (i) the successors and assigns of Consultant and (ii) the heirs and
legal  successors  of  Client.

(b)     Governing Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada and shall be enforceable only in any
U.S.  District  Court of Nevada in spite of the fact that Consultant may perform
services  hereunder  in  various  jurisdictions.

(c)     Separate  Enforcement  of  Provisions.  If for any reason a part of this
Agreement  is unenforceable, the remainder of the Agreement shall be enforced to
the  extent  possible.

(d)     Modification  of  Agreement.  This  Agreement  may  only  be modified in
writing  signed  by  both  the  (i)  Client  and  (ii)  the  Consultant.

(e)     Effective  Date.  Regardless  of  when  executed,  the parties expressly
acknowledge  and  agree this Agreement is deemed to be effective on the date set
forth  in  the  first  paragraph  of  this  Agreement.

(f)     Entire  Document.  This  Agreement  constitutes  the  sole  and  entire
agreement  among  the  parties  with  respect  to  the subject matter hereof and
replaces  and supersedes any and all prior understandings and agreements between
the  parties,  whether  oral  or  written,  express  or  implied.

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(g)     Indemnity.  Each party hereby expressly agrees to indemnify and hold the
other  party,  its  officers, directors, agents and employees, harmless from and
against  any  and  all  losses,  costs,  damages,  claims  or  liabilities,  of
what-soever nature, including, without limitation, attorneys' fees, arising from
(i)  any  breach of this Agreement or (ii) the fact that any representation made
herein  by Client was false or misleading when made.  Client shall indemnify and
hold  Consultant  harmless  from  any claims arising from the services performed
hereunder,  or  any  portion  thereof.

(h)     Arbitration.  Any  controversy  or  claim  arising out of or relating to
this  Agreement,  or  the  breach  thereof,  shall  be  resolved  by binding and
specifically  enforceable  arbitration  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  Any  arbitration  hereunder  shall  be  held  only in Reno, Nevada and
enforced only in the state district court situated therein.  No appeals shall be
permitted.

(i)     Execution  of  Agreement.  This  Agreement  shall be deemed to have been
executed  in  Dana  Point,  California.

                              Consultant:     TARJA  MORADO

                              /s/  Tarja  Morado
                              TARJA  MORADO

                              Client:  KNOWLEDGE  NETWORKS,  INC.

                              /s/  Jeffrey  A.  Harry
                              JEFFREY  A.  HARRY

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