SHARE EXCHANGE AGREEMENT

         THIS  AGREEMENT  is made  this  27TH day of May 2002 by and  among  New
Cinema Partners,  a Nevada  corporation,  hereinafter called "NCPP",  Witnet Co.
Ltd. a Korean  corporation,  hereinafter  called " Witnet ", and the  registered
shareholders of Witnet, hereinafter called the "SELLING SHAREHOLDERS".

RECITALS:

         WHEREAS  NCPP  desires  to acquire  100% of the issued and  outstanding
shares of the common stock of Witnet in exchange for  55,000,000  authorized but
unissued   shares  of  the  common  stock  of  NCPP,   pursuant  to  a  plan  of
reorganization  within  the  meaning of IRC  (1986),  Section  368(a)(1)(B),  as
amended; and

         WHEREAS the SELLING  SHAREHOLDER  desire to exchange 100% of the issued
and  outstanding  shares of the common stock of Witnet , currently  owned by the
SELLING SHAREHOLDER, in exchange for said 55,000,000 shares of NCPP,

         NOW THEREFORE,  in consideration of the mutual promises,  covenants and
representations  contained  herein,  and to  consummate  the  foregoing  plan of
reorganization,  the parties hereby adopt said plan of organization and agree as
follows:

                                    ARTICLE I
                             EXCHANGE OF SECURITIES

         1.01  Issuance  of  NCPP  Shares.  Subject  to  all of  the  terms  and
conditions of this  Agreement,  NCPP agrees to issue to the SELLING  SHAREHOLDER
55,000,000  fully paid and  non-assessable  unregistered  shares of NCPP  common
stock in exchange for 100% of the outstanding  Witnet common stock, all of which
are currently owned by the SELLING SHAREHOLDER.

         1.02  Transfer of Witnet  Shares.  In exchange  for NCPP's  stock being
issued to the SELLING  SHAREHOLDER as above described,  the SELLING  SHAREHOLDER
shall on the closing date and  concurrent  with such  issuance of NCPP's  common
stock, deliver to NCPP 100% of the outstanding common stock of Witnet .

                                   ARTICLE II
                  REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
                       THE SELLING SHAREHOLDERS AND Witnet

         The SELLING SHAREHOLDER and Witnet hereby represent,  agree and warrant
that:

                                        1
<PAGE>

         2.01  Organization.  Witnet is a corporation  duly  organized,  validly
existing,  and in good  standing  under the laws of Korea and has all  necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, is duly  qualified to do business and is in good standing in
any jurisdiction its business requires qualification.

         2.02  Capital.  The  authorized  capital  stock of Witnet  consists  of
________________  common shares.  All of the issued and  outstanding  shares are
validly  issued,  fully  paid and  non-assessable.  After the  execution  of the
actions  contained in this Agreement,  there will be no capital stock remaining,
of any class, other than shares held by NCPP.

         2.03 Absence of Undisclosed Liabilaities. As of the date hereof, Witnet
does not have any  material  debt,  liabilaties  or  obligation  of any  nature,
whether accrued, absolute, contingent or otherwise, and whether due or to become
due.

         2.04  Investigation  of  Financial  Condition.  Without  in any  manner
reducing or otherwise  mitigating the  representations  contained  herein,  NCPP
and/or its attorneys  shall have the  opportunity to meet with  accountants  and
attorneys  to discuss  the  financial  condition  of Witnet.  Witnet  shall make
available to NCPP and/or its attorneys  all books and records of Witnet.  If the
transaction contemplated hereby is not completed, all documents received by NCPP
and/or its attorneys shall be returned to Witnet and all information so received
shall be treated as confidential.

         2.05  Patents,  Trade  Names and  Rights.  Witnet  owns or holds or has
adequate license rights in respect of all necessary patents, trademarks, service
marks,  trade names,  copyrights  and other  rights  necessary to the conduct or
proposed conduct of its business.

         2.06  Compliance  with Laws.  Witnet has complied  with,  and is not in
violation of, applicable federal,  state  (Provincial?) or local statutes,  laws
and regulations affecting its properties or the operation of its business.

         2.07  Litigation.  Witnet  is not a party  to,  nor to the  best of its
knowledge is there  pending or  threatened,  any suit,  action,  arbitration  or
legal,   administrative  or  other  proceeding,  or  governmental  investigation
concerning its business, assets or financial condition. Witnet is not in default
with respect to any order,  writ,  injunction  or decree of any federal,  state,
local or foreign  court or agency,  nor is it engaged in any lawsuits to recover
monies due to it.

         2.08  Authority.  The  Board of  Directors  of  Witnet  authorized  the
execution  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated  herein and has full power and  authority  to execute,  deliver and
perform this  Agreement.  This  Agreement is a valid and binding  obligation  of
Witnet.

                                       2
<PAGE>

         2.09 Ability to Carry Out  Obligations.  The  execution and delivery of
this Agreement by Witnet and the performance of its obligations hereunder in the
time and manner  contemplated  will not cause,  constitute  or conflict  with or
result in (i) any breach of the provisions of any license, indenture,  mortgage,
charter, instrument,  certificate of incorporation,  bylaw or other agreement or
instrument  to which it is a party  or by  which it may be  bound,  nor will any
consents or  authorizations  of any party other than those  hereto be  required,
(ii) an event that would  permit any party to any  agreement  or  instrument  to
terminate  it or to  accelerate  the  maturity  of  any  indebtedness  or  other
obligation, or (iii) an event that would result in the creation or imposition of
any lien, charge or encumbrance on any asset.

         2.10 Full Disclosure.  None of the  representations and warranties made
by the SELLING  SHAREHOLDER  or Witnet herein or in any exhibit,  certificate or
memorandum furnished or to be furnished by the SELLING SHAREHOLDER or Witnet, or
on either's  behalf,  contains or will contain any untrue  statement of material
fact, or omits any material fact, the omission of which would be misleading.

         2.11  Assets.  Witnet  has  good  and  marketable  title  to all of its
property free and clear of any and all liens, claims or encumbrances.

2.12     Indemnification.

         The Selling  Shareholders and Witnet (each, an  "Indemnifying  Person")
jointly and severally agree to indemnify, defend and hold harmless NCPP and each
Person,  if any, who  controls,  directly or  indirectly,  NCPP,  each  officer,
director,  affiliate,  partner,  employee  and agent of NCPP and each such other
Person (individually referred to as an "Indemnified  Person"),  from and against
any  and  all  loss,  claim,  damage,  liability,  cost  or  expense  whatsoever
(including,  but not limited to, any and all legal fees and other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding)
arising  out  of or  based  upon  (i)  the  transactions  contemplated  by  this
Agreement,  including activities to be undertaken by NCPP in furtherance of such
transactions,  (ii) any  untrue  statement  or  alleged  untrue  statement  of a
material  fact  contained  in any  statement  or  document of the Company or any
omission or alleged  omission to state therein a material fact necessary to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not  misleading,  or (iii) any  representation  or warranty of the Selling
shareholders and Witnet made in this Agreement or any document delivered by them
in  connection  herewith  being untrue when made or deemed made or any breach of
any obligation of the Selling Shareholders and Witnet under this Agreement.  Any
loss,  claim,  damage,  liability,  cost or  expense  found in a final  judicial
determination  not subject to appeal to be due solely to the gross negligence or
willful  misfeasance  of an  Indemnified  Person  shall  be  excluded  from  the
indemnification  and contribution rights of such Indemnified Person set forth in
this Section 2.12. The Selling  Shareholders  and Witnet further agrees promptly
upon  demand  by an  Indemnified  Person  at any time or from  time to time,  to
reimburse  such  Indemnified  Person  for,  or pay,  any  loss,  claim,  damage,
liability,  cost or  expense  as to which the  Selling  Shareholders  and Witnet
agreed  to  indemnify  such  Indemnified  Person  pursuant  to  this  Agreement.
Notwithstanding any of the indemnification or contribution  provisions contained
in this  Section  2.12 the  Indemnifying  Person  shall not be  required to make
reimbursement  or  payment  for any  settlement  effected  without  its  written
consent,  which will not be unreasonably withheld, but if the settlement is made
without its written consent,  which will not be unreasonably withheld, or if the
settlement  is made with its written  consent,  or if there be a final  judgment
against an  Indemnified  Person in any such  action or  proceeding,  the Selling
Shareholders  and Witnet agrees to indemnify and hold harmless such  Indemnified
Person from and against any loss or  liability by reason of such  settlement  or
judgment.

                                       3
<PAGE>

 This  Section 2.12 is not in lieu of but is in addition to any rights which any
Indemnified  Person,  and any obligations which the parties or any other person,
may otherwise have. Any compliance by any party with this Section 2.12 shall not
relieve such party from any liability it may otherwise have.

         2.13  Authority  to  Exchange.  As of the date of this  Agreement,  the
SELLING SHAREHOLDER holds 100% of the shares of Witnet common stock. Such shares
are owned of record by the SELLING  SHAREHOLDER  and such shares are not subject
to any lien,  encumbrance or pledge. The SELLING  SHAREHOLDER holds authority to
exchange such shares pursuant to this  Agreement.  This Agreement is a valid and
binding  obligation the Selling  Shareholders to exchange their shares of Witnet
as provided for in this Agreement.

         2.14  Investment  Intent.  The  SELLING  SHAREHOLDER   understands  and
acknowledges  that the shares of NCPP common stock  offered for exchange or sale
pursuant to this Agreement are being offered in reliance upon the exemption from
registration  requirements of the Securities Act of 1933, as amended (the "Act")
pursuant to Section  4(2) of the Act and the rules and  regulations  promulgated
thereunder  for  non-public  offerings and make the  following  representations,
agreements  and  warranties  with the intent that the same may be relied upon in
determining  the  suitability of the SELLING  SHAREHOLDER as a purchaser of NCPP
common stock:

         (a) The shares of NCPP common stock are being  acquired  solely for the
account of the SELLING SHAREHOLDER, for investment purposes only, and not with a
view to, or for sale in connection with, any distribution  thereof,  and with no
present intention of distributing or reselling any part of the NCPP common stock
acquired.

         (b) The  SELLING  SHAREHOLDER  agrees not to dispose of its NCPP common
stock or any  portion  thereof  unless  and until  counsel  for NCPP  shall have
determined that the intended disposition is permissible and does not violate the
Act or any  applicable  Federal  or state  securities  laws,  or the  rules  and
regulations thereunder.

                                       4
<PAGE>

         (c) The SELLING SHAREHOLDER agrees that the certificates evidencing the
NCPP common stock acquired  pursuant to this Agreement will have a legend placed
thereon  stating that they have not been  registered  under the Act or any state
securities  laws  and  setting  forth  or  referring  to  the   restrictions  on
transferability  and sale of the NCPP  common  stock,  and  that  stop  transfer
instructions shall be placed with the transfer agent for said certificate.

         (d) The SELLING SHAREHOLDER acknowledges that NCPP has made all records
and documentation pertaining to NCPP common stock available to them and to their
qualified  representatives,  if any,  and has offered  such person or persons an
opportunity  to ask questions and further  discuss the proposed  acquisition  of
NCPP common stock, and any available  information  pertaining thereto,  with the
officers and  directors of NCPP,  and that all such  questions  and  information
requested  have been  answered by NCPP and its  officers  and  directors  to the
SELLING SHAREHOLDER's satisfaction.

         (e) The SELLING  SHAREHOLDER  has  carefully  evaluated  its  financial
resources and investment position and the risks associated with this transaction
and  are  able to bear  the  economic  risks  of  this  transaction;  and it has
substantial  knowledge  and  experience in  financial,  business and  investment
matters  and  are  qualified  as  sophisticated  investors,  and is  capable  of
evaluating the merits and risks of this  transaction;  and it desires to acquire
the NCPP common stock on the terms and conditions set forth.

         (f) The SELLING  SHAREHOLDER  is able to bear the  economic  risk of an
investment in the NCPP common stock.

         (g) The SELLING SHAREHOLDER  understands that an investment in the NCPP
common stock is not liquid and the SELLING SHAREHOLDER has no need for liquidity
in this investment.

2.15             Regulations  - NCPP,  Witnet and the  SELLING  SHAREHOLDER  are
                 aware  that  NCPP  has  public  shareholders  and is a  "shell"
                 corporation  without  significant  assets or  liabilities,  and
                 further  that public  companies  are subject to  extensive  and
                 complex  state,  federal  and other  regulations.  Among  other
                 requirements, the SELLING SHAREHOLDER and Witnet are aware that
                 a Form 8-K must be filed with the United States  Securities and
                 Exchange  Commission  within  fifteen days after  closing which
                 filing  requires  that audited  financial  statements  be filed
                 within  sixty days after the filing of the 8-K,  and they agree
                 that such  responsibility  shall be the sole  responsibility of


                                       5
<PAGE>

                 the officers and directors of NCPP. The SELLING SHAREHOLDER and
                 Witnet are aware of the legal  requirements  and obligations of
                 public companies,  understand that regulatory efforts regarding
                 public   shell   transactions   similar   to  the   transaction
                 contemplated  herein has been and is currently being exerted by
                 some states,  the U.S.  Securities and Exchange  Commission and
                 the National  Association of Securities  Dealers,  Inc. (NASD),
                 and  are  fully  aware  of  their  responsibilities,  following
                 closing,   to  fully  comply  will  all  securities   laws  and
                 regulations, and agree to do so.

                 Additionally,  NCPP,  Witnet and the  selling  shareholder  are
                 aware that under article 6 of the Foreign Investment  Promotion
                 Act of Korea that  notification and a certificate of completion
                 of  notification  must be  obtained  by the Korean  Minister of
                 Commerce, Industry and Energy prior to closing.

         2.16 No Assurances or Warranties.  The SELLING  SHAREHOLDER  and Witnet
acknowledge  that there can be no assurance  regarding the tax  consequences  of
this transaction,  nor can there be any assurance that the Internal Revenue Code
or the regulations  promulgated thereunder will not be amended in such manner as
to deprive them of any tax benefit that might otherwise be received. The SELLING
SHAREHOLDER  and Witnet are  relying  upon the advice of their own tax  advisors
with  respect to the tax  aspects of this  transaction.  No  representations  or
warranties  have  been  made by NCPP as to the  benefits  to be  derived  by the
SELLING SHAREHOLDER or Witnet in completing this transaction,  nor has NCPP made
any warranty or  agreement,  expressed or implied,  as to the tax or  securities
consequences  of the  transactions  contemplated by this Agreement or the tax or
securities  consequences  of any  action  pursuant  to or  growing  out of  this
Agreement.

                                   ARTICLE III
               REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF NCPP

         NCPP represents, agrees and warrants that:

         3.01  Organization.  NCPP  is a  corporation  duly  organized,  validly
existing,  and in good  standing  under the laws of  Nevada,  has all  necessary
corporate powers to own properties and to carry on its business as now owned and
operated by it, is duly qualified to do business and is in good standing in each
of the jurisdictions where its business requires qualification.

        3.02   Capital.  All of the  issued and  outstanding  shares of NCPP are
validly issued, fully paid and non-assessable.  All currently outstanding shares
of NCPP Common Stock have been issued in compliance with applicable  federal and
state securities laws.

                                       6
<PAGE>

         3.03  Subsidiaries.  NCPP  has no  subsidiaries  and  does  not own any
interest  in  any  other  enterprise,  whether  or  not  such  enterprise  is  a
corporation.

         3.04  Financial  Statements.  Exhibit 3.04 to this  Agreement  includes
NCPP's  audited  financial  statements  for its most recent fiscal year end. The
financial  statements have been prepared in accordance  with generally  accepted
accounting principles and practices  consistently followed throughout the period
indicated and fairly  present the financial  position of NCPP as of the dates of
the balance  sheets  included  in the  financial  statements  and the results of
operations for the periods indicated.

         3.05 Absence of Changes. Since the date of NCPP's most recent financial
statements,  there  has not  been  any  change  in its  financial  condition  or
operations except for changes in the ordinary course of business.

         3.06 Absence of Undisclosed Liabilities.  As of the date of NCPP's most
recent  balance  sheet,  included in Exhibit  3.04, it did not have any material
debt,  liability  or  obligation  of  any  nature,  whether  accrued,  absolute,
contingent or otherwise, and whether due or to become due, that is not reflected
in such balance sheet.

         3.07 Tax Returns. Within the times and in the manner prescribed by law,
NCPP has filed all federal, state or local tax returns required by law, has paid
all taxes,  assessments  and  penalties  due and payable  and has made  adequate
provision on its most recent  balance sheet for any unpaid  taxes.  There are no
present disputes as to taxes of any nature payable by NCPP.

         3.08  Investigation  of  Financial  Condition.  Without  in any  manner
reducing or otherwise  mitigating the representations  contained herein,  Witnet
and the  SELLING  SHAREHOLDER  shall have the  opportunity  to meet with  NCPP's
accountants and attorneys to discuss the financial condition of NCPP. NCPP shall
make  available to Witnet and the SELLING  SHAREHOLDER  all books and records of
NCPP.

         3.09 Patents,  Trade Names and Rights.  NCPP does not use any patents,
trade marks, service marks, trade names or copyrights in its business.

         3.10  Compliance  with  Laws.  NCPP has  complied  with,  and is not in
violation of, applicable federal, state or local statutes,  laws and regulations
affecting its properties, securities or the operation of its business.

         3.11  Litigation.  NCPP  is not a  party  to,  nor to the  best  of its
knowledge is there  pending or  threatened,  any suit,  action,  arbitration  or
legal,  administrative  or  other  proceedings,  or  governmental  investigation

                                       7
<PAGE>


concerning its business,  assets or financial condition.  NCPP is not in default
with respect to any order,  writ,  injunction  or decree of any  federal,  state
local or foreign  court or agency,  nor is it engaged in, nor does it anticipate
it will be  necessary  to engage in, any  lawsuits  to recover  money or real or
personal property.

         3.12  Authority.  The Board of  Directors  of NCPP has  authorized  the
execution of this Agreement and the transactions contemplated herein, and it has
full power and authority to execute, deliver and perform this Agreement.

         3.13 Ability to Carry Out  Obligations.  The  execution and delivery of
this Agreement by NCPP and the performance of its obligations hereunder will not
cause,  constitute,  conflict with or result in (i) any breach of the provisions
of  any  license,  indenture,  mortgage,  charter,  instrument,  certificate  of
incorporation,  bylaw or other agreement or instrument to which it is a party or
by which it may be bound, nor will any consents or  authorizations  of any party
other that those hereto be  required,  (ii) an event that would permit any party
to any agreement or instrument to terminate it or to accelerate  the maturity of
any indebtedness or other  obligation,  or (iii) an event that would result in a
creation or imposition of any lien, charge or encumbrance on any asset.

         3.14 Full Disclosure.  None of the  representations and warranties made
by NCPP herein, or in any exhibit,  certificate or memorandum furnished or to be
furnished by it or on its behalf,  contains or will contain any untrue statement
of a material  fact,  or omits any material  fact the omission of which would be
misleading.

         3.15  Assets. NCPP has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances.

         3.16  Indemnification.  NCPP agrees to  indemnify,  defend and hold the
SELLING  SHAREHOLDER and Witnet  harmless  against and in respect to any and all
claims, demands,  losses, cost, expenses,  obligations,  liabilities or damages,
including  interest,  penalties  and  reasonable  attorneys'  fees,  incurred or
suffered, which arise out of, result from or relate to any breach of, or failure
by NCPP to perform, any of its representations,  warranties or covenants in this
Agreement  or in any exhibit or other  instrument  furnished  or to be furnished
under this Agreement.

         3.17  Validity of NCPP  Shares.  The shares of NCPP common  stock to be
issued pursuant to this Agreement will be duly authorized, validly issued, fully
paid and non-assessable under Nevada law.

         3.18  Trading.  The  common  stock  of  NCPP  trades  on  the  National
Association of Securities Dealers' Bulletin Board.

                                       8
<PAGE>

                                   ARTICLE IV
                            ACTIONS PRIOR TO CLOSING

         4.01 Investigative  Rights.  Prior to the Closing Date each party shall
provide to the other parties,  including the parties'  counsel,  accountants and
other authorized representatives, full access during normal business hours (upon
reasonable advance written notice) to such parties' books and records.

         4.02 Conduct of Business.  Prior to the Closing Date,  each party shall
conduct its  business in the normal  course and shall not see,  pledge or assign
any assets,  without the prior written  approval of the other parties.  No party
shall amend its  certificate  of  incorporation  or bylaws,  declare  dividends,
redeem or sell stock or other securities, incur additional liabilities,  acquire
or dispose of fixed assets,  change employment terms, enter into any material or
long-term  contract,  guarantee  obligations  of  any  third  party,  settle  or
discharge any balance sheet receivable for less than its stated amount, pay more
on any  liability  than its stated  amount or enter  into any other  transaction
other than in the regular course of business.

                                    ARTICLE V
                                     CLOSING

         5.01 Closing.  The closing (the "Closing") of this transaction shall be
held at the offices of NCPP,  or such other  place as shall be  mutually  agreed
upon, at the time of the special meeting of the  shareholders of NCPP which will
be scheduled 30 days from the date of this agreement (the "Closing Date"):

         (a)  NCPP  shall  issue  55,000,000  shares  of its  common  stock in a
certificate or certificates representing such shares.

         (b) The SELLING SHAREHOLDER shall deliver the certificates representing
100% of the shares of Witnet common stock (________________ common shares).

         (c) NCPP  shall  deliver a signed  consent  or  minutes of its Board of
Directors,  approving  this  Agreement  and  authorizing  the  matters set forth
herein.

         (d) Witnet  shall  deliver a signed  consent or minutes of its Board of
Directors approving this Agreement and authorizing the matters set forth herein.

         (e) NCPP's existing Board of Directors will elect two new directors, as
named by the SELLING  SHAREHOLDER,  to act as  officers  and  directors  of NCPP
effective the Closing Date.

                                       9
<PAGE>

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.01  Captions  and  Headings.   The  article  and  paragraph  headings
throughout this Agreement are for convenience of reference only and shall not be
deemed  to  define,  limit  or add to the  meaning  of  any  provision  of  this
Agreement.

         6.02  No Oral  Change.  This  Agreement  may not be changed or modified
except in writing signed by the party against whom  enforcement of any change or
modification is sought.

         6.03 Non-Waiver.  Except as otherwise  expressly  provided  herein,  no
waiver of a covenant,  condition or provision of this Agreement  shall be deemed
to have been made unless  executed  in writing  and signed by the party  against
whom such  waiver is  charged.  The failure of any party to insist in any one or
more cases upon the performance of any covenant,  condition or provision of this
Agreement shall not be construed as a waiver or relinquishment for the future of
any such covenant,  condition or provision. No waiver by any party of one breach
by the other shall be construed as a waiver with respect to a subsequent breach.

         6.04  Time of Essence.  Time is of the essence of this Agreement and of
each and every provision hereof.

         6.05  Entire  Agreement.  This Agreement  contains the entire agreement
and  understanding  between the parties and supersedes all prior  agreements and
understandings.

         6.06 Choice of  Law/Arbitration.  This  Agreement and its  application,
shall be governed  under the laws of the State of Nevada.  Any and all  disputes
and  controversies  of every kind and nature  between the parties hereto arising
out of or relating to this Agreement  relating to the  existence,  construction,
validity, interpretation or meaning, performance, non-performance,  enforcement,
operation,  breach,  continuance or  termination  thereof shall be subject to an
arbitration  mutually agreeable to the parties or, in the absence of such mutual
agreement,  then  subject to  arbitration  in  accordance  with the rules of the
American Arbitration Association. It is the intent of the parties hereto and the
purpose of this  provision to make the  submission to arbitration of any dispute
or controversy  arising hereunder an express condition precedent to any legal or
equitable action or proceeding of any nature whatsoever.

         6.07  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall be deemed an original,  but all of which when
taken together shall constitute one and the same instrument.

         6.08 Notices. All notices, requests,  demands, and other communications
under this Agreement  shall be in writing and shall be deemed to have been given
on the date of service if served personally on the party to whom notice is to be
given,  or on the third day after  mailing if mailed to the party to whom notice
is to be given, by first class mail,  registered or certified,  postage prepaid,
and properly addressed as follows:

                                       10
<PAGE>

NCPP:

New Cinema Partners, Inc.
357 Bay Street, Suite 404
Toronto, Ontario Canada  M5H 2T7
Phone: 416-367-8299 Fax: 416-367-8334





Witnet and the SELLING SHAREHOLDER:

Witnet Co., Ltd.
5th Fl. Doukmyung B/D 113-3,
Banpo-dong, Seocho-gu,,
Seoul, Korea 137-040
Phone: 822-567-5124 Fax: 822-567-5125
         6.09  Expenses.  Each party shall pay their own expenses in relation to
this transaction.

         6.10  Survival of Representations and Warranties.  The representations,
warranties  and  covenants  set forth in this  Agreement  or in any  instrument,
certificate,  opinion or other  writing  provided for in it,  shall  survive the
Closing Date.

         6.11 Further Documents. The parties agree to execute any and all other
documents  and to take such  other  action or  corporate  proceedings  as may be
necessary or desirable to carry out the terms hereof.

         IN WITNESS  WHEREOF,  the parties have executed this Agreement the date
first above written.

                           NEW CINEMA PARTNERS, INC.

                                    Per:__________________________

                                    Name:
                                    Title:
                                    I  have  authority
to bind NCPP.

                           WITNET CO., LTD.

                                    Per:__________________________

                                    Name:
                                    Title:
                                    I have authority to bind Witnet .








                                    THE SELLING SHAREHOLDERS


                                    Name:________________________


                                       11
<PAGE>