CERTIFICATE OF INCORPORATION
                                          OF
                             GO ONLINE NETWORKS CORPORATION


1.  The name of the corporation is Go Online Networks
Corporation.

2.  The address, including street, number, city and county of
the registered office of the corporation in the State of Delaware is
15 E. North Street, City of Dover, County of Kent, Delaware, 19901.

3.  The name of the registered agent of the corporation in the
State of Delaware at such address is PARACORP, INC.

4.  The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.

5.  This Corporation is authorized to issue two classes of
shares of stock to be designated as "Common Stock" and "Preferred
Stock".  The total number of shares of Common Stock which this
Corporation is authorized to issue is One Hundred Million
(100,000,000) shares, par value $0.001.  The total number of shares
of Preferred Stock which this Corporation is authorized to issue is
Ten Million Shares (10,000,000) shares, par value $0.001.

The shares of Preferred Stock may be issued from time to
time in one or more series.  The Board of Directors of the
Corporation (the "Board of Directors") is expressly authorized to
provide for the issue of all or any of the shares of the Preferred
Stock in one or more series, and to fix the number of shares and to
determine or alter for each such series, such voting powers, full or
limited, or no voting powers, and such designations, preferences,
and relative, participating, optional, or other rights and such
qualifications, limitations, or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the
Board of Directors providing for the issue of such shares (a
"Preferred Stock Designation") and as may be permitted by the
General Corporation Law of the State of Delaware.  The Board of
Directors is also expressly authorized to increase or decrease (but
not below the number of shares of such series then outstanding) the
number of shares of any series subsequent to the issue of shares of
that series.  In case the number of shares of any such series shall
be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

6.  The name and mailing address of the incorporator is as follows:

                       M. Richard Cutler, Esq.
                 610 Newport Center Drive, Suite 800
                       Newport Beach, CA 92660

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7.  The incorporator shall have the powers afforded the
same under Title 8, Section 107, of the General Corporation Law of
the State of Delaware.

8.  The corporation shall have a perpetual existence.

9.  The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by
paragraph (7) of subsection (b) of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be amended
and supplemented.

10.  The corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said
section from and against any and all expenses, liabilities, or other
matters referred to in or covered by said section.

11.  From time to time, any of the provisions of this
Certificate of Incorporation may be amended, altered, or repealed
and other provisions, authorized by the laws of the State of
Delaware at the time enforced, may be added or inserted in a manner
and at the time prescribed by said laws.

12.  The Board of Directors of the corporation is
expressly authorized to make, alter or repeal bylaws of the
corporation.

13.  Elections of directors need not be by written ballot
unless the Bylaws of the corporation shall so provide.  Meetings of
the Board of Directors may be held within or without the State of
Delaware, as the Bylaws may provide.  The books of the corporation
may be kept, subject to any provisions contained in any laws of the
State of Delaware, outside the State of Delaware, at such place or
places as may be designated from time to time by the Board of
Directors or in the bylaws of the corporation.

THE UNDERSIGNED, being the incorporator herein before named,
for the purpose of forming a corporation pursuant to Chapter 1 of
Title 8 of the Delaware Code, make this certificate, hereby
declaring and certifying that this is my act and deed and the facts
herein stated are true.



Dated:   August 11, 1999

/s/ M. Richard Cutler
M. Richard Cutler, Incorporator