Exhibit 10.1
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                            SHARE EXCHANGE AGREEMENT
                            ------------------------

     THIS AGREEMENT is made this 5TH day of September 2003 by and among Witnet
     --------------
International Inc, a Nevada corporation, hereinafter called "WTNT", KSign Co.
                                                             ----
Ltd. a Korean corporation, hereinafter called "KSign", and the registered
                                               -----
shareholders of KSign, hereinafter called the "SELLING SHAREHOLDERS".
                                               -------------------

RECITALS:
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     WHEREAS WTNT, which has less than 14,800,000 total outstanding shares after
     -------
the recent reverse split, desires to acquire 100% of the issued and outstanding
shares of the common stock of KSign in exchange for 32,800,000 authorized shares
of the common stock of WTNT, 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 KSign, currently owned by the SELLING
SHAREHOLDER, in exchange for said 32,800,000 shares of WTNT,

     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 WTNT Shares. Subject to all of the terms and conditions of
          ------------------------
this Agreement, WTNT agrees to issue to the SELLING SHAREHOLDERS and its
nominees 32,800,000 shares of WTNT common stock in exchange for 100% of the
outstanding KSign common stock, all of which are currently owned by the SELLING
SHAREHOLDER.

     1.02 Transfer of KSign Shares. In exchange for WTNT'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 WTNT's common stock, deliver
to WTNT 100% of the outstanding common stock of KSign.

                                   ARTICLE II
                                   ----------
                  REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
                  ---------------------------------------------
                       THE SELLING SHAREHOLDERS AND KSign
                       ----------------------------------

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

     2.01 Organization. KSignis 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.


<PAGE>






     2.02 Capital. The authorized capital stock of KSign consists of 3,196,670
          --------
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 WTNT.

     2.03 Absence of Undisclosed Liabilities. As of the date hereof, KSign does
          -----------------------------------
not have any material debt, liabilities 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, WTNT and/or its
attorneys shall have the opportunity to meet with accountants and attorneys to
discuss the financial condition of KSign. KSign shall make available to WTNT
and/or its attorneys all books and records of KSign. If the transaction
contemplated hereby is not completed, all documents received by WTNT and/or its
attorneys shall be returned to KSign and all information so received shall be
treated as confidential.

     2.05 Patents, Trade Names and Rights. KSign 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. KSign has complied with, and is not in violation
          ---------------------
of laws and regulations of Korea government affecting its properties or the
operation of its business.

     2.07 Litigation. KSign 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. KSign is not in default with respect to
any order, writ, injunction or decree of any court or agency of Korea
government, nor is it engaged in any lawsuits to recover monies due to it.

     2.08 Authority. The Board of Directors of KSign 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 KSign.

     2.09 Ability to Carry Out Obligations. The execution and delivery of this
          ---------------------------------
Agreement by KSign 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 SHAREHOLDERS or KSign herein or in any exhibit, certificate or
memorandum furnished or to be furnished by the SELLING SHAREHOLDER or KSign, 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. KSign has good and marketable title to all of its property
          -------
free and clear of any and all liens, claims or encumbrances.




<PAGE>






     2.12 Indemnification. The Selling Shareholders and KSign (each, an
          ----------------
"Indemnifying Person") jointly and severally agree to indemnify, defend and hold
harmless WTNT and each Person, if any, who controls, directly or indirectly,
WTNT, each officer, director, affiliate, partner, employee and agent of WTNT 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 WTNT 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 KSign 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 KSign 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 KSign 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 KSign 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 KSign
agrees to indemnify and hold harmless such Indemnified Person from and against
any loss or liability by reason of such settlement or judgment.

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
          ----------------------
SHAREHOLDERS hold 100% of the shares of KSign common stock. Such shares are
owned of record by the SELLING SHAREHOLDERS and such shares are not subject to
any lien, encumbrance or pledge. The SELLING SHAREHOLDERS hold 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 KSign as
provided for in this Agreement.

     2.14 Investment Intent. The SELLING SHAREHOLDERS understand and acknowledge
          ------------------
that the shares of WTNT 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 SHAREHOLDERS as purchasers of WTNT
common stock:

     (a) The shares of WTNT common stock are being acquired solely for the
account of the SELLING SHAREHOLDERS and their nominees, 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 WTNT common stock acquired.




<PAGE>






     (b) The SELLING SHAREHOLDERS agree not to dispose of their WTNT common
stock or any portion thereof unless and until counsel for WTNT 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.

     (c) The SELLING SHAREHOLDERS agree that the certificates evidencing the
WTNT 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 WTNT common stock, and that stop transfer
instructions shall be placed with the transfer agent for said certificate.

     (d) The SELLING SHAREHOLDERS acknowledge that WTNT has made all records and
documentation pertaining to WTNT 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
WTNT common stock, and any available information pertaining thereto, with the
officers and directors of WTNT, and that all such questions and information
requested have been answered by WTNT and its officers and directors to the
SELLING SHAREHOLDERS' satisfaction.

     (e) The SELLING SHAREHOLDERS have 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 WTNT common stock on the terms and conditions set forth.

     (f) The SELLING SHAREHOLDERS are able to bear the economic risk of an
investment in the WTNT common stock.

     (g) The SELLING SHAREHOLDERS understand that an investment in the WTNT
common stock is not liquid and the SELLING SHAREHOLDERS have no need for
liquidity in this investment.

     2.15 Regulations - WTNT, KSign and the SELLING SHAREHOLDERS are aware that
          -----------
WTNT 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 SHAREHOLDERS and KSign 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 the officers
and directors of WTNT. The SELLING SHAREHOLDERS and KSign 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.

                                   ARTICLE III
                                   -----------
               REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF WTNT
               --------------------------------------------------

     WTNT represents, agrees and warrants that:

     3.01 Organization. WTNT 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




<PAGE>






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

     3.03 Financial Statements. Exhibit 3.03 to this Agreement includes WTNT'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 WTNT as of the dates of the balance
sheets included in the financial statements and the results of operations for
the periods indicated.

     3.04 Absence of Changes. Since the date of WTNT'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.

     3.05 Absence of Undisclosed Liabilities. As of the date of WTNT's most
          -----------------------------------
recent balance sheet, included in Exhibit 3.03, 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.

     3.06 Tax Returns. Within the times and in the manner prescribed by law,
          ------------
WTNT 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 WTNT.

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

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

     3.09 Compliance with Laws. WTNT 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.

     3.10 Litigation. WTNT 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 concerning
its business, assets or financial condition. WTNT 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.

     3.11 Authority. The Board of Directors of WTNT 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.




<PAGE>






     3.12 Ability to Carry Out Obligations. The execution and delivery of this
          ---------------------------------
Agreement by WTNT 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.

     3.13 Full Disclosure. None of the representations and warranties made by
          ----------------
WTNT 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.

     3.14 Assets. WTNT has good and marketable title to all of its property free
          -------
and clear of any and all liens, claims and encumbrances.

     3.15 Indemnification. WTNT agrees to indemnify, defend and hold the SELLING
          ----------------
SHAREHOLDERS and KSign 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 WTNT 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.

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

     3.17 Trading. The common stock of WTNT trades on the National Association
          --------
of Securities Dealers' Bulletin Board.

                                   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 WTNT, or such other place as shall be mutually agreed upon, at
the time of the special meeting of the shareholders of WTNT which will be
scheduled 30 days from the date of this agreement (the "Closing Date"):
                                                        ------------




<PAGE>





     (a) WTNT shall issue 32,800,000 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 KSign common stock (3,196,670 common shares).

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

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

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

                                   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.


<PAGE>






     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:

WTNT:

Witnet International, Inc.
3200 Duferrin Street, Suite 404
Toronto, Ontario Canada

KSign
and the SELLING SHAREHOLDER:

KSign Co., Ltd.
4th Fl. Corecess B/D , 997-4
Daechi-dong, Kangnam-gu,,
Seoul, Korea

     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.



Witnet International, INC.
--------------------------




                                                Per:
                                                    ---------------------------
                                                Name:
                                                Title:
                                                I have authority to bind WTNT.





<PAGE>






KSIGN CO., LTD.
---------------


                                                Per:
                                                    ---------------------------
                                                Name:
                                                Title:
                                                I have authority to bind KSign.


THE SELLING SHAREHOLDERS
------------------------

                                                Name:
                                                     ---------------------------