Consulting Agreement


THIS  CONSULTING  AGREEMENT,  made this 4th day of January, 2001 by and between.
William  R. Wheeler, an independent consultant with a principal address at 14955
Horseshoe  Trace,  Wellington,  Florida  33414  (hereinafter  the "Consultant").

                                       And

Go  ONLINE  Networks  Corp,  with it's primary place of business located at 5681
Beach  Blvd,  Suite  101,  Buena  Vista,  CA  90621 (hereinafter the "Company").

WITNESSETH  THAT  WHEREAS,  Consultant is in the business of providing advice in
various  business  and  marketing situations and creation of creative content to
clients,  specifically  in  Internet  marketing,  such  as  the Company, and the
Company  is desirous of retaining the Consultant in order to receive such advice
and consulting services and the parties hereto desire to have a formal agreement
to  evidence  the  terms  and  conditions  of  their  relationship.

NOW,  THEREFORE,  intending  to  be  legally  bound, and in consideration of the
mutual  covenants  contained  herein  the  parties  have  agreed  as  follows:

*  The  Company, being in the Internet technology and marketing business, hereby
retains and employs Consultant and Consultant hereby agrees to the retention and
employment on the terms and conditions of this consulting agreement.  Consultant
is  an independent contractor and none of its employees shall become an officer,
director  or employee of Company and Consultant shall be an agent of the Company
only  as  specifically  defined  herein.  As used herein, Company shall mean the
named  Company  and  all  of  its  subsidiaries  and  affiliates.

The term of this agreement shall be for the term of one year from the date shown
at  the  head  hereof.

*  During the term of this agreement Consultant shall render creative consulting
services subject to the terms and conditions of this agreement including but not
limited  to:  a)  Introduce  the  Company  to software technology in the "kiosk"
arena  to  enhance  the  marketability  of  the Company's products, b) assist in
procuring  rights  to certain application patents that may enhance marketability
of  the  Company's  products,  c)  develop  marketing strategies using Biometric
technology  to  diversify  application  of  certain  Company  products,  d)  use
Consultant's  background  in refurbished medical equipment to develop a business
plan  to  expand  current  refurbish  operations.

Consultant's  representations  and  warranties:

     i)  Consultant's  services  are  not and will not be to promote, maintain a
market  for  the Company's securities to the general public or in the connection
with  or  related  to  capital  raising  transactions.

     ii)  Any  compensation  received herein will not be used in connection with
distribution  of  the Company's securities or to the general public nor will the
Consultant  act  as  a  conduit  for  the  distribution  of  such  securities.

     iii)  Consultant  is  a natural person who has contracted directly with the
Company.

     iv)  Consultant  will  not  provide  any  services  in  connection with any
potential  restructuring  of  the  capital  of  the  Company.

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     v)  Consultant  will not sell or resell or remit any proceeds from the sale
of  shares  obtained  as  compensation  herein  back to the Company or apply the
proceeds  to  debts  of  the  Company.

1.  Compensation  for  Consultant's  services  shall  be 1,000,000 (one million)
shares  of  free  trading  stock either pursuant to an S-8 offering, or existing
stock  option  plan,  at  a  value  of $.05 (five cents) per share.  Company and
Consultant  hereby  agree  additional  compensation  maybe  due  Consultant on a
project  by  project  basis and such compensation shall be mutually agreed upon.

2.  All  notices  to  a party shall be deemed given when mailed by registered or
certified  mail  to  the address set forth at the beginning of this agreement or
any  other  address  as  may  be  substituted  therefore  by  notice.

3.  In  the  absence  of  any  specific  written  agreement  Consultant shall be
responsible  for  his  expenses  incurred  under  this  agreement.

4.  This  agreement  is  the entire agreement between the parties and supersedes
negotiations,  discussions,  conversations  and  informal understandings and any
prior  agreement(s)  between  the  parties  with  respect to the subject hereof.
There are no representations, warranties or other agreements except as expressed
in this agreement.  No alteration, modification or waiver of terms or conditions
hereof  shall  be  binding  unless  in  writing  and  signed  by  both  parties.

5.  This  agreement may not be assigned by either party, whether by operation of
law  or  otherwise.

6.  This agreement shall be deemed to have been mutually prepared by all parties
and  shall  not  be  construed  against  any  particular  party  as  draftsman.

7.  It  is  the intent of the parties that this agreement shall be construed and
interpreted and that all questions arising thereunder shall be determined in the
accordance  and  with  the  provisions  of  the  Laws  of  the State of Florida.

8.  This agreement shall be binding upon and inure to the benefit of the parties
and  their  successors  and  assigns.

9.  Any controversy, claim or dispute arising out of this Agreement or a claimed
breach  thereof,  that can not be resolved by negotiations, shall be resolved by
arbitration,  to  be  held  in  the  State  of  Florida.  Failure  of a party to
participate  or  co-operate  shall  be  grounds  for  default  judgment.

10.  This  agreement  may  be  executed  in  two  or  more  counter parts and by
facsimile  any  one  of  which  may  be  deemed  original.

IN  WITNESS  WHEREOF,  intending  to be legally bound, the parties have executed
this  Consulting  Agreement  this  4th  day  of  January,  2001.

Go  ONLINE  Network  Corp.                         WILLIAM  R.  WHEELER


/s/ Joseph Naughton                                 /s/ William R. Wheeler
by:  Joseph  Naughton  Chm.                         by:  William  R.  Wheeler