United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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.)

24843  Del Prado, Suite 318, Dana Point CA                                 92629
(Address  of  principal  executive  offices)                         (Zip  Code)



                      STOCK FOR SERVICES COMPENSATION PLAN
                              (Full Title of Plan)

                                 William Stocker
                                 attorney at law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)
Dated:  June  4,  2002

                       CALCULATION OF REGISTRATION FEE (1)


--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock| 2,000,000       |  $0.025         |   $50,000      |  $4.60      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

(1)     Estimated  pursuant to Rule 457(c) and (h) of the Securities Act of 1933
solely  for  the  purpose  of  calculating the registration fee and based on the
discounted  price  of 50% of the average of the bid price of the common stock on
the  last  trading  date,  May  29,  2001,  as reported by the Over-The-Bulletin
Bulletin  Board  ("OTCBB").

(2)     Together  with  an  indeterminate  number of additional shares of common
stock  which  may  be  necessary  to  adjust  the  number of shares reserved for
issuance  pursuant  to  the  plan  as  a result of any future stock split, stock
dividend  or similar adjustment of the outstanding common stock pursuant to Rule
416(c)  of  the  Securities  Act  of  1933.

                                        1
<PAGE>

                                     PART I

                                 Not applicable.

                                     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 10K-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  Section  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.  No  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.  William Stocker, Special
Securities Counsel for the Issuer, are also eligible service providers, and have
an  interest  in  the  securities  requested  to  be  issued.

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.

                                        2
<PAGE>

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      Opinion  of  Counsel
     Exhibit  2      "Stock  For  Services  Compensation  Plan"
     Exhibit  3      Consent  of  Auditor
     Exhibit  4**    Audited  Financial  Statements  for the fiscal years ended
                     December  31,  2001.

**  Incorporation  herein  by  reference  in  the Form 10-KSB for the year ended
December  31,  2001.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   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,  on  June  4,  2002.


                            KNOWLEDGE NETWORKS, INC.

                                       by

                               /s/Marlen L. Roepke
                                Marlen L. Roepke
                               Officer / Director

                                        3
<PAGE>

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

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

                                        4
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295     34190 Sepulveda Avenue Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                  June 4, 2002
To  the  Board  of  Directors
Knowledge  Networks,  Inc.
24843  Del  Prado,  Suite  318
Dana  Point  CA,  92629

                         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 $50,000.00
in  the  form  of  2,000,000  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 Section 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.
The  STOCK FOR SERVICES COMPENSATION PLAN is not a qualified plan of any kind or
sort  and  is not qualified for any special tax treatment under State or Federal
Law.  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 $0.025
per  share  for  $50,000.00  of  services  performed.  These  services were duly
invoiced  pursuant  to  an  agreed  time-fee agreement, and none of the services
billed  or  performed  were  direct  or indirect commissions or compensation for
raising funds for the Issuer, or for maintaining any market in securities of the
Issuer.

     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,



                               /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        5
<PAGE>

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

                      STOCK FOR SERVICES COMPENSATION PLAN
--------------------------------------------------------------------------------

                                        6
<PAGE>

                      STOCK FOR SERVICES COMPENSATION PLAN

                            KNOWLEDGE NETWORKS, INC.
                              A NEVADA CORPORATION

THE  BOARD  OF DIRECTORS of Knowledge Networks, Inc. hereby adopts the following
plan  for  compensation  of service providers with common stock in lieu of cash.
This  Plan  is  adopted  this  date  of  May  15,  2002.

     A.  REASONS  FOR  THIS  PLAN.  This  Corporation  requires  the services of
consultants and other various service providers to assist in the transition from
development stage to operational stage of its corporate business, and further in
the  early  operational  stage  with a view to achieving profitability; however,
this Corporation does not enjoy the ability to provide cash compensation for all
of its needs. It may be necessary, appropriate and desirable, from time to time,
to  offer  shares  of  common  stock to services providers, either initially, to
secure  necessary services, or later, to settle invoices and billings with stock
in  lieu  of  cash.

     B.  THE  PLAN.  Accordingly, the Board of Directors of this Corporation may
compensate  actual  service  providers  with  common  stock  in lieu of cash, in
accordance  with the following provisions of this Plan, and this Plan is adopted
as  corporate  policy,  until  and  unless  rescinded  by  the  Board.

     1.  REPORTING/NON-REPORTING  STATUS.  Different considerations apply to the
reporting or non-reporting status of the Corporation at the time of any proposed
issuance  pursuant  to  this  Plan.  A  "reporting company", as the term is used
herein,  means  either  one with a class of securities registered under Sections
12(b)  or  12(g),  and  also includes a company which reports in accordance with
Section  15(d) of the Securities Exchange Act of 1934, and further, in any case,
that  such  company  is current in its annual and quarterly filing requirements,
and  is not at such time subject to Comments by the Staff of the Commission with
respect  to  any  such  filing,  or  to  any  Registration  Statement.

      (a) If this Corporation be a reporting company, the Board of Directors may
elect to offer shares pursuant to Registration under the Securities Act of 1933,
or  pursuant to Section 4(2) of the 1933 Act, or other applicable exemption from
registration,  with such restriction on resale as required by law or rule of the
Commission,  or  such  greater  restriction  as may be agreed to by the parties.

      (b) If this Corporation be a non-reporting company, the Board of Directors
shall  offer shares only pursuant to Section 4(2) of the 1933 Act, as Restricted
Securities  and  New  Investment  Shares,  as  defined by Rule 144(a). Offers or
issuances pursuant to the exemption of Rule 701 are not within the scope of this
Plan.

                                        7
<PAGE>

     2.  REGISTRATION  IF  BY  FORM S-8. In the event that shares are offered or
issued  pursuant  to 1933 Act Registration, using From S-8 (or its equivalent as
the  Commission  may  from time to time provide, all requirements for the use of
such  form and procedure shall be observed and complied with; principally, among
others:

            (i)  The  Corporation  shall  be  a  reporting  company;

            (ii)  Shares shall be offered and/or issued only to natural persons;
                  and

            (iii)  Capital  formation  or  fund  raising activities shall not be
                   included  in  the  concept  of  actual  services  provided,
                   within  this  Plan.


     3.  NON-QUALIFIED  PLAN.  This  Plan  is  qualified  for  any  special  tax
treatment  under  the  Internal Revenue Code of the United States, or elsewhere.
Shares  issued  pursuant to this Plan shall be the equivalent of payment in cash
for  services.

     4.  VALUATION  OF  SHARES.  If  a  real  and  liquid  market exists for the
issuance  of  shares, on any public trading medium or exchange, the shares shall
be  valued  in reasonable relation to the market price at which the shares could
be sold. If no public market exists for the shares offered or issued, or if only
a  technical  but inactive or illiquid market exits, the reasonable value of the
shares  shall  be  determined  by  actual  commercial  conditions  for  private
transactions  in  shares  that  cannot  be  resold  in  brokerage  transactions.

     5.  FULL  COMPLIANCE.  Nothing  contained  herein  shall  authorize,  and
notwithstanding anything contained herein shall be deemed to authorize, anything
other than full compliance with all securities laws and regulations, as in force
and  effect  at  the  time  of  any  offer  or  issuance  of  securities.


     C.  EXECUTION.  This  Plan  is  now  signed by all of the Directors of this
Corporation,  on  behalf  of  the Corporation, attesting to the adoption of this
Plan.


                            KNOWLEDGE NETWORKS, INC.

Dated:  May  15,  2002     by

                              /s/ Marlen L. Roepke
                                Marlen L. Roepke
                                Officer/Director

                                        8
<PAGE>

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

                                 AUDITOR CONSENT
--------------------------------------------------------------------------------

                                        9
<PAGE>

Letterhead  of  Chisholm  &  Associates,  Certified  Public  Accountants]


                         CONSENT OF INDEPENDENT AUDITORS


     We  hereby consent to the use of our report dated May 6, 2002, with respect
to  the  financial  statements, incorporation by reference, in the filing of the
Amended  Registration  Statement  (Form S-8) of Knowledge Networks, Inc. for the
fiscal  years  ended  December  31,  2001.



/S/CHISHOLM  &  ASSOCIATES
CHISHOLM  &  ASSOCIATES
CERTIFIED  PUBLIC  ACCOUNTANTS

                                       10
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 16599}]
{"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": "333-89940", "film-number": "02672121"}, "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"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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.)

24843  Del Prado, Suite 318, Dana Point CA                                 92629
(Address  of  principal  executive  offices)                         (Zip  Code)

                      STOCK FOR SERVICES COMPENSATION PLAN
                              (Full Title of Plan)

                                 William Stocker
                                 attorney at law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)
Dated:  June  4,  2002

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock| 2,000,000       |  $0.025         |   $50,000      |  $4.60      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

(1)     Estimated  pursuant to Rule 457(c) and (h) of the Securities Act of 1933
solely  for  the  purpose  of  calculating the registration fee and based on the
discounted  price  of 50% of the average of the bid price of the common stock on
the  last  trading  date,  May  29,  2001,  as reported by the Over-The-Bulletin
Bulletin  Board  ("OTCBB").

(2)     Together  with  an  indeterminate  number of additional shares of common
stock  which  may  be  necessary  to  adjust  the  number of shares reserved for
issuance  pursuant  to  the  plan  as  a result of any future stock split, stock
dividend  or similar adjustment of the outstanding common stock pursuant to Rule
416(c)  of  the  Securities  Act  of  1933.

                                        1
PART I

                                 Not applicable.

                                     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 10K-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  Section  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.  No  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.  William Stocker, Special
Securities Counsel for the Issuer, are also eligible service providers, and have
an  interest  in  the  securities  requested  to  be  issued.

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.

                                        2
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      Opinion  of  Counsel
     Exhibit  2      "Stock  For  Services  Compensation  Plan"
     Exhibit  3      Consent  of  Auditor
     Exhibit  4**    Audited  Financial  Statements  for the fiscal years ended
                     December  31,  2001.

**  Incorporation  herein  by  reference  in  the Form 10-KSB for the year ended
December  31,  2001.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   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,  on  June  4,  2002.

                            KNOWLEDGE NETWORKS, INC.

                                       by

                               /s/Marlen L. Roepke
                                Marlen L. Roepke
                               Officer / Director

                                        3
--------------------------------------------------------------------------------
                                    EXHIBIT 1

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

                                        4
LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295     34190 Sepulveda Avenue Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                  June 4, 2002
To  the  Board  of  Directors
Knowledge  Networks,  Inc.
24843  Del  Prado,  Suite  318
Dana  Point  CA,  92629

                         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 $50,000.00
in  the  form  of  2,000,000  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 Section 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.
The  STOCK FOR SERVICES COMPENSATION PLAN is not a qualified plan of any kind or
sort  and  is not qualified for any special tax treatment under State or Federal
Law.  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 $0.025
per  share  for  $50,000.00  of  services  performed.  These  services were duly
invoiced  pursuant  to  an  agreed  time-fee agreement, and none of the services
billed  or  performed  were  direct  or indirect commissions or compensation for
raising funds for the Issuer, or for maintaining any market in securities of the
Issuer.

     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,

                               /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        5
--------------------------------------------------------------------------------
                                    EXHIBIT 2

                      STOCK FOR SERVICES COMPENSATION PLAN
--------------------------------------------------------------------------------

                                        6
STOCK FOR SERVICES COMPENSATION PLAN

                            KNOWLEDGE NETWORKS, INC.
                              A NEVADA CORPORATION

THE  BOARD  OF DIRECTORS of Knowledge Networks, Inc. hereby adopts the following
plan  for  compensation  of service providers with common stock in lieu of cash.
This  Plan  is  adopted  this  date  of  May  15,  2002.

     A.  REASONS  FOR  THIS  PLAN.  This  Corporation  requires  the services of
consultants and other various service providers to assist in the transition from
development stage to operational stage of its corporate business, and further in
the  early  operational  stage  with a view to achieving profitability; however,
this Corporation does not enjoy the ability to provide cash compensation for all
of its needs. It may be necessary, appropriate and desirable, from time to time,
to  offer  shares  of  common  stock to services providers, either initially, to
secure  necessary services, or later, to settle invoices and billings with stock
in  lieu  of  cash.

     B.  THE  PLAN.  Accordingly, the Board of Directors of this Corporation may
compensate  actual  service  providers  with  common  stock  in lieu of cash, in
accordance  with the following provisions of this Plan, and this Plan is adopted
as  corporate  policy,  until  and  unless  rescinded  by  the  Board.

     1.  REPORTING/NON-REPORTING  STATUS.  Different considerations apply to the
reporting or non-reporting status of the Corporation at the time of any proposed
issuance  pursuant  to  this  Plan.  A  "reporting company", as the term is used
herein,  means  either  one with a class of securities registered under Sections
12(b)  or  12(g),  and  also includes a company which reports in accordance with
Section  15(d) of the Securities Exchange Act of 1934, and further, in any case,
that  such  company  is current in its annual and quarterly filing requirements,
and  is not at such time subject to Comments by the Staff of the Commission with
respect  to  any  such  filing,  or  to  any  Registration  Statement.

      (a) If this Corporation be a reporting company, the Board of Directors may
elect to offer shares pursuant to Registration under the Securities Act of 1933,
or  pursuant to Section 4(2) of the 1933 Act, or other applicable exemption from
registration,  with such restriction on resale as required by law or rule of the
Commission,  or  such  greater  restriction  as may be agreed to by the parties.

      (b) If this Corporation be a non-reporting company, the Board of Directors
shall  offer shares only pursuant to Section 4(2) of the 1933 Act, as Restricted
Securities  and  New  Investment  Shares,  as  defined by Rule 144(a). Offers or
issuances pursuant to the exemption of Rule 701 are not within the scope of this
Plan.

                                        7
2.  REGISTRATION  IF  BY  FORM S-8. In the event that shares are offered or
issued  pursuant  to 1933 Act Registration, using From S-8 (or its equivalent as
the  Commission  may  from time to time provide, all requirements for the use of
such  form and procedure shall be observed and complied with; principally, among
others:

            (i)  The  Corporation  shall  be  a  reporting  company;

            (ii)  Shares shall be offered and/or issued only to natural persons;
                  and

            (iii)  Capital  formation  or  fund  raising activities shall not be
                   included  in  the  concept  of  actual  services  provided,
                   within  this  Plan.

     3.  NON-QUALIFIED  PLAN.  This  Plan  is  qualified  for  any  special  tax
treatment  under  the  Internal Revenue Code of the United States, or elsewhere.
Shares  issued  pursuant to this Plan shall be the equivalent of payment in cash
for  services.

     4.  VALUATION  OF  SHARES.  If  a  real  and  liquid  market exists for the
issuance  of  shares, on any public trading medium or exchange, the shares shall
be  valued  in reasonable relation to the market price at which the shares could
be sold. If no public market exists for the shares offered or issued, or if only
a  technical  but inactive or illiquid market exits, the reasonable value of the
shares  shall  be  determined  by  actual  commercial  conditions  for  private
transactions  in  shares  that  cannot  be  resold  in  brokerage  transactions.

     5.  FULL  COMPLIANCE.  Nothing  contained  herein  shall  authorize,  and
notwithstanding anything contained herein shall be deemed to authorize, anything
other than full compliance with all securities laws and regulations, as in force
and  effect  at  the  time  of  any  offer  or  issuance  of  securities.

     C.  EXECUTION.  This  Plan  is  now  signed by all of the Directors of this
Corporation,  on  behalf  of  the Corporation, attesting to the adoption of this
Plan.

                            KNOWLEDGE NETWORKS, INC.

Dated:  May  15,  2002     by

                              /s/ Marlen L. Roepke
                                Marlen L. Roepke
                                Officer/Director

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                                    EXHIBIT 3

                                 AUDITOR CONSENT
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                                        9
Letterhead  of  Chisholm  &  Associates,  Certified  Public  Accountants]

                         CONSENT OF INDEPENDENT AUDITORS

     We  hereby consent to the use of our report dated May 6, 2002, with respect
to  the  financial  statements, incorporation by reference, in the filing of the
Amended  Registration  Statement  (Form S-8) of Knowledge Networks, Inc. for the
fiscal  years  ended  December  31,  2001.

/S/CHISHOLM  &  ASSOCIATES
CHISHOLM  &  ASSOCIATES
CERTIFIED  PUBLIC  ACCOUNTANTS

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