CONSULTING AND MARKETING SERVICES AGREEMENT

     THIS  AGREEMENT  is  executed  and  made  effective  as  of the 10th day of
February,  2000,  between  Ralph  Testa,  (herein  referred to as Testa), and Go
Online  Networks  Corp.  a  Delaware  corporation  (herein, referred to as GOL).

     WHEREAS,  Testa  for  purposes  of  this  Agreement is engaged in providing
consulting  and  marketing  services  in  the  areas of developing, managing and
consumer  electronic  vendor  relation  services  for  its  clients;  and,

     WHEREAS,  GOL  has  expertise  in  developing e-Commerce businesses for the
professional  and  consumer  market  worldwide;  and,

     WHEREAS,  GOL desires to have the services of Testa made available to it on
the  terms  and  conditions  hereinafter  set  forth;

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration,  receipt  of  which  is  hereby  acknowledged  by each party, the
parties  hereto  agree  as  follows:

     1.     Consulting  and  Marketing  Services
-        Assist  in  the  creation  of  a  vendor  relationship  between  GOL's
subsidiary'  GoOn-line.com  and  Ingram  Micro's  Consumer  Electronics division
-        Assure  GoOn-line.com  and its established working agreement with Cisco
Systems  can,  be  effected  with  the  support  of  lngram  Micro
-        Assist  GoOn-line.com  merchants  to  select  an assortment of consumer
electronics  beneficial  to  the  e-Commerce business development of the company
-        Assist GoOn-line.com's management in negotiating superior discounts for
products  selected
-        Assist  in  the  drafting  and  dissemination of press releases through
appropriate  wire  services
-        Testa  agrees  to  keep  all information confidential derived from this
agreement  until  otherwise  agreed  upon  by  the  parties

     2.     Term.  The  term  of  this  Agreement  shall  be for the period from
February  10, 2000 to December 31, 2000. This Agreement may be extended for such
other  additional  periods  by  mutual Agreement executed in writing between the
parties.

     3.     Compensation.  During  the  term  hereof,  and  as full and adequate
payment  for  the services provided by Testa hereunder, GOL shall pay to Testa a
the  following:

     A.     50,000  (fifty  thousand)  common  shares  of  GONT  common  stock
B.     The company agrees to register these shares under S-8 registration rights

     4.     Termination.  By thirty (30) days prior written notice to the other,
either  GOL  or Testa may terminate the Agreement at any time for failure of the
other to comply with the terms and conditions. In the event of such termination,
Testa  shall  be  entitled to payment under the provisions set forth herein, for
all  amounts  earned  at the time of the termination. Termination for failure of
the  other  party  to  perform  shall  not  prejudice said party in any respect.

     5.     Indemnity. The parties agree to indemnify, defend, and hold harmless
the  other,  their officers, employees and agents, harmless from and against any
loss,  liability,  claim  or  demand on account of injury to or death of persons
(including employees of the indemnifying party) or damage to or loss of property
of  third parties arising directly or indirectly out of acts or omissions of the
indemnifying party, their employees or agents in the performance of the services
hereunder.

     6.     Independent  Contractor. Nothing in the Agreement shall be deemed to
constitute  Testa  or  any  of  Testa's  employees  or  agents  to be the agent,
representative  or  Testa  of  GOL. Testa shall be an independent contractor and
shall  have  responsibility  for  and  control  over  the  details  and means of
performing  the services hereunder and shall be subject to the directions of GOL
only  with  respect  to  the  scope  and  general  results  required.

     7.     Further  Assurances.  At any time, and from time to time, each party
will  execute  such  additional  instruments  and  take  such  action  as may be
reasonably  requested  by  the other party to confirm or otherwise carry out the
intent  and  purposes  of  this  Agreement.

     8.     Waiver.  Any  failure  on  the part of either party hereto to comply
with  any of their obligations agreements, or conditions hereunder may be waived
only  in  writing  by  the  party  to  whom  such  compliance  is  owed.

     9.     Governing Law. This Agreement shall be construed and governed by the
laws  of  the  State  of  California.

     10.     Interpretation. Whenever possible, each provision of this Agreement
shall  be  interpreted  in  such  manner  as  to  be  valid  and effective under
applicable  law,  such  provision  shall  be  ineffective  to the extent of such
prohibition  or  invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement. The parties acknowledge and agree
that  this  Agreement  was  a  product of negotiation between the parties and no
provision  or  term herein shall be in any manner construed against either party
as  the  drafter  thereof.

     11.     Counterparts,  Telefacsimile.  This  Agreement  may  be executed in
counterparts,  and  each  counterpart  or  set  thereof  shall be deemed to be a
duplicate  original.  Executed  copies  of  this  Agreement  may be delivered by
telefacsimile,  and  delivery of a duplicate original and sufficient delivery to
result  in  entry to this Agreement by the transmitting party, provided however,
that  within  ten  (10)  days  thereunder  a  signed duplicate original shall be
forwarded  to  the  party  to  whom  a  telefacsimile  copy  was  forwarded.

IN  WITNESS  WHEREOF,  the parties have executed this Agreement the day and year
first  above  written.

GO  ONLINE  NETWORKS  CORPORATION               RALPH  TESTA

By:  /s/ Joseph M. Naughton                     By: /s/ Ralph Testa
         Joseph  M.  Naughton                           Ralph  Testa
         Chairman/CEO