GO ONLINE NETWORKS CORPORATION
                            CERTIFICATE OF DESIGNATION
                             SERIES A PREFERRED STOCK

Joseph M. Naughton and James Cannon hereby certify that they
are the Chief Executive Officer and Secretary, respectively, of Go
Online Networks Corporation, a Delaware corporation (hereinafter
referred to as the "Corporation" or the "Company"); that, pursuant
to the Corporation's Certificate of Incorporation and the General
Corporation Law of the State of Delaware, the Board of Directors of
the Corporation adopted the following resolutions on August 13,
1999; and that none of the Series A Preferred Stock has been issued.

1.  Creation and Designation of Series A Preferred Stock.
There is hereby created a series of preferred stock consisting of
500,000 shares and designated as the Series A Preferred Stock (the
"Shares" or "Preferred Shares"), having the voting powers,
preferences, relative, participating, optional and other special
rights and the qualifications, limitations and restrictions thereof
that are set forth below.

2.  Definitions.  As used herein, the following words and
expressions have the respective meanings set out below:

(a) "Articles of Incorporation" means the Articles of
Incorporation of the Company as amended and in effect from time to
time.

(b) "Conversion Rate" shall have the meaning set forth in
paragraph 5 hereof.

(c) "Common Stock" means the capital stock of the Company
designated as common stock and authorized from time to time and
being stock which is junior to all series of Preferred Stock in
respect of payments upon Liquidation.

(d) "Company" means Jones Naughton Entertainment, Inc.
and its subsidiaries and includes any successor corporation by
merger, consolidation or otherwise if the stockholders of the former
corporations continue as stockholders of the new combined corporation.

(e) "Liquidation Event" means the voluntary or
involuntary liquidation, distribution or sale of substantially all
of the Company's assets, or the dissolution or winding up of the
Company and includes (i) the merger or consolidation of the Company
with another corporation pursuant to any statute except for a merger
or consolidation of the Company in which the Company is the
surviving entity and immediately after which persons who held shares
representing a majority of the votes for directors of the Company
under the Articles of Incorporation hold a majority of votes for
directors of the surviving entity; and (ii) a distribution or sale
of substantially all of the Company's assets or stock.

<PAGE>

(f) "Liquidation Price" shall have the meaning set forth
in Paragraph 6(a) hereof.

(g) "Preferred Stock" means the authorized class of
capital stock of the Company as set forth in Article 5 of the
Company's Certificate of Incorporation.

(h) "Series A Preferred Stock" means the authorized class
of capital stock of the Company designated as Series A Preferred
Stock pursuant to paragraph 1 hereof.

3.  Voting Rights of Series A Preferred Stock.  Except as
otherwise provided by law, the holder of Series A Preferred Stock
shall have the right to one vote for each share of Common Stock into
which such holder's Series A Preferred Stock is convertible; and
with respect to such vote, such holder shall have, subject to
Colorado law, all voting rights and powers equal to the voting
rights and powers of holders of Common Stock, and shall be entitled
to notice of any stockholders meetings in accordance with the Bylaws
of the Company, and shall be entitled to vote with the holders of
the Common Stock together as a single class upon any question
affecting the management and affairs of the Company.

4.  Dividends.  The holders of Series A Preferred Stock will
receive dividends on the same per share basis, at the same times and
to the same extent as the holders of Common Stock.

5.  Conversion of Series A Preferred Stock to Common Stock.
Each Series A Preferred Share shall be convertible, at the option of
the owner thereof, at any time, upon surrender to the Company of the
certificates for the shares to be converted, into fully paid and
nonassessable shares of Common Stock of the Company, at the initial
rate of one (1) Common Share for each Series A Preferred Share
("Conversion Rate").  Conversion of Series A Preferred Stock into
Common Stock shall be made pursuant to the following terms:

(a) Any holder of the Series A Preferred Stock desiring
to convert shares as herein provided shall deliver, duly
endorsed in blank, the certificate or certificates representing
the shares to be converted to the Company, and at the same time
notify the Secretary of the Company in writing, that such
holder desires to convert the Series A Preferred Stock into
Common Stock pursuant to these provisions at the Conversion Rate.

(b) Upon receipt by the Secretary of a certificate or
certificates representing Series A Preferred Stock and a notice
that the holder thereof desires to convert the same, the
Company shall forthwith cause to be issued to the holder of the
Series A Preferred Stock surrendering the same, one (1) share
of Common Stock for each Series A Preferred Share surrendered,
with fractional shares being rounded up to the next whole
share, and shall deliver to such holder a certificate for such
Common Stock.

(c) The number and kind of securities issuable upon
conversion of the Series A Preferred Stock shall be subject to
adjustment from time to time upon the happening of certain
events, as follows:

<PAGE>

(i) In case the Company shall (a) declare a dividend
on its Common Stock in shares of Common Stock or make a
distribution in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock, (c) combine its Stock
or (d) issue by reclassification of its shares of Common
Stock other securities of the Company (including any such
reclassification in connection with a consolidation or
merger in which the Company is the continuing
corporation), then the number of shares of Common Stock
issuable upon conversion of the Series A Preferred Stock
immediately prior thereto shall be adjusted so that the
number of shares of Common Stock of the Company which he
would have owned or have been entitled to receive after
the happening of any of the events described above, had
the Series A Preferred Stock been converted immediately
prior to the happening of such event or any record date
with respect thereto.  An adjustment made pursuant to this
paragraph 5(c)(i) shall become effective immediately after
the effective date of such event retroactive to
immediately after the record date, if any, for such event.

(ii) No adjustments in the number of shares of
Common Stock issuable hereunder shall be required unless
such adjustment would require an increase or decrease of
at least one percent (1%) in the number of shares of
Common Stock issuable upon the conversion of the Series A
Preferred Stock.

(iii) Whenever the number of shares of Common
Stock issuable upon the conversion of the Series A
Preferred Stock or the conversion price of such Common
Stock is adjusted, the Company shall promptly mail by
first class mail, postage prepaid, to each holder, notice
of such adjustment or adjustments.

(iv) Notwithstanding any adjustment in the number or
kind of shares issuable upon the conversion of the Series
A Preferred Stock, certificates representing shares of
Series A Preferred Stock issued prior or subsequent to
such adjustment may continue to refer to the same number
and kind of shares as were issuable prior to such adjustment.

(v) Notwithstanding anything to the contrary herein,
each share of Series A Preferred Stock shall automatically
be converted into shares of Common Stock at the then
effective Conversion Rate immediately prior to the closing
of an underwritten public offering covering any of the
Company's Common Stock.

(d) Reservation of Stock Issuable Upon Conversion.  The
Company shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the shares of the
Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Preferred
Stock, and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the
conversion of all the then outstanding shares of Series A
Preferred Stock, the Company shall take such corporate action
as may, in the opinion of its counsel,

<PAGE>

be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient
for such purpose.

6.  Liquidation Rights of Series A Preferred Stock.

(a) In the event of the occurrence of any Liquidation
Event, the holders of Series A Preferred Stock shall be
entitled to receive, prior and in preference to any
distribution of any assets of the Company to the holders of
Common Stock, an amount equal to the consideration received by
the Company for all shares of Series A Preferred Stock issued
and outstanding divided by the number of shares then issued and
outstanding, plus eight percent (8%) per annum from the date of
issuance of the Series A Preferred Stock.

(b) All assets remaining in the Company after the
distributions provided for in paragraph 6(a) have been fully
made, shall be distributed pro rata among the holders of Common
Stock to the exclusion of the holders of and Series A Preferred
Stock.

(c) In any valuation of assets of the Company, if the
consideration received by the Company is other than cash, its
value will be deemed to be its fair market value.  In the case
of publicly traded securities received in a merger,
consolidation or sale of the Company, fair market value shall
mean the closing market price for such securities on the date
such consolidation, merger or sale is consummated.  If the
consideration is in a form other than publicly traded
securities, its value shall be determined by the Board of
Directors of the Company.

IN WITNESS WHEREOF, the Company has caused this Certificate of
Designation of Series A Preferred Stock to be duly executed by its
Chief Executive Officer and attested to by its Secretary and has
caused its corporate seal to be affixed hereto this 13th day of
August, 1999.


By: /s/Joseph M. Naughton
Joseph M. Naughton
Chief Executive Officer


ATTESTED:


By:  /s/James Cannon
James Cannon
Secretary