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:  October  16,  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|  2,500,000      |  $0.05          | $125,000.00    |  $11.50     |
$0.001      |  SHARES         |  PER SHARE      |                |             |
PAR VALUE   |                 |                 |                |             |
--------------------------------------------------------------------------------


(1)  The  securities of the Issuer are presently listed for trading on the OTCBB
(Over-The-Counter Bulletin Board). There is presently no active or liquid market
for  the  shares  of  this  Issuer.  The  price is determined accordingly at the
mutually  acceptable  price  of  $0.05 per share, rather than at the nominal par
value  of  $0.001.

(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 10-KSB 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.  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.

                                        2
<PAGE>

ITEM  8.  EXHIBITS.

     Exhibit  1     Opinion  of  Counsel
     Exhibit  2     Stock  For  Services  Compensation  Plan
     Exhibit 3      Auditor Representation Letter/Chisholm and Associates

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  October  17,  2002.




                            KNOWLEDGE NETWORKS, INC.

                                       by


                               /s/Marlen L. Roepke
                                Marlen L. Roepke
                         Sole Remaining 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

                               October  17,  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 $125,000.00
in  the  form  of  2,500,000  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.

     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.

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.

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.

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

                                        7
<PAGE>

  (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.

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 REPRESENTATION LETTER
                                       OF
                             CHISHOLM AND ASSOCIATES

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

                                        9
<PAGE>

                     [LETTERHEAD OF CHISHOLM & ASSOCIATES]
                         Certified Public Accountants
                               P.O. Box 540216
                       North Salt Lake City, Utah 84054
                     (801) 292-8756  fax (801) 292-8809


                      CONSENT OF INDEPENDENT AUDITORS

    We hereby consent to the use of our report dated May 6, 2002, with respect
to the financial statements included in the September 16, 2002 filing of the
Registration Statement (Form S-8) of Knowledge Networks, Inc. for the fiscal
year ended December 31, 2001.


/s/Chisholm & Associates
   Chisholm & Associates
North Salt Lake City, Utah
October 18, 2002

                                       10
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 16009}]
{"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": "333-100679", "film-number": "02795686"}, "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:  October  16,  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|  2,500,000      |  $0.05          | $125,000.00    |  $11.50     |
$0.001      |  SHARES         |  PER SHARE      |                |             |
PAR VALUE   |                 |                 |                |             |
--------------------------------------------------------------------------------

(1)  The  securities of the Issuer are presently listed for trading on the OTCBB
(Over-The-Counter Bulletin Board). There is presently no active or liquid market
for  the  shares  of  this  Issuer.  The  price is determined accordingly at the
mutually  acceptable  price  of  $0.05 per share, rather than at the nominal par
value  of  $0.001.

(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 10-KSB 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.  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.

                                        2
ITEM  8.  EXHIBITS.

     Exhibit  1     Opinion  of  Counsel
     Exhibit  2     Stock  For  Services  Compensation  Plan
     Exhibit 3      Auditor Representation Letter/Chisholm and Associates

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  October  17,  2002.

                            KNOWLEDGE NETWORKS, INC.

                                       by

                               /s/Marlen L. Roepke
                                Marlen L. Roepke
                         Sole Remaining 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

                               October  17,  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 $125,000.00
in  the  form  of  2,500,000  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.

     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.

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.

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.

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

                                        7
(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.

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 REPRESENTATION LETTER
                                       OF
                             CHISHOLM AND ASSOCIATES

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

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[LETTERHEAD OF CHISHOLM & ASSOCIATES]
                         Certified Public Accountants
                               P.O. Box 540216
                       North Salt Lake City, Utah 84054
                     (801) 292-8756  fax (801) 292-8809

                      CONSENT OF INDEPENDENT AUDITORS

    We hereby consent to the use of our report dated May 6, 2002, with respect
to the financial statements included in the September 16, 2002 filing of the
Registration Statement (Form S-8) of Knowledge Networks, Inc. for the fiscal
year ended December 31, 2001.

/s/Chisholm & Associates
   Chisholm & Associates
North Salt Lake City, Utah
October 18, 2002

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