1

                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
November  29,  1999,  by  and Go Online Networks Corporation, a corporation duly
incorporated  and  validly existing under the laws of the State of Delaware (the
"Company")  and  the Investor as named on the signature page hereto (hereinafter
referred  to  as  "Investor").

                                    RECITALS:

WHEREAS,  pursuant  to  the Company's offering ("Offering") of up to Ten Million
Dollars  ($10,000,000),  excluding any funds paid upon exercise of the Warrants,
of  Common Stock of the Company pursuant to that certain Investment Agreement of
even  date  herewith  (the  "Investment  Agreement") between the Company and the
Investor,  the  Company  has  agreed  to  sell  and  the  Investor has agreed to
purchase,  from  time to time as provided in the Investment Agreement, shares of
the  Company's  Common  Stock  for  a  maximum  aggregate offering amount of Ten
Million  Dollars  ($10,000,000);

WHEREAS,  pursuant  to  the  terms  of the Investment Agreement, the Company has
agreed  to  issue  to  the  Investor,  from  time to time, Purchase Warrants, as
defined  in  the  Investment Agreement, to purchase a number of shares of Common
Stock,  exercisable for three (3) years from the date of issuance (collectively,
the  "Investor  Warrants"  or  the  "Warrants");

WHEREAS,  pursuant  to  the  terms  of the Investment Agreement, the Company has
filed a registration Statement under the Securities Act of 1933, as amended (the
"Act"), on Form SB-2 (File No.333-88615) covering the sale of Common Stock to be
issued  to  the  Investor  in  the  Offering  and the Common Stock issuable upon
exercise  of  the  Investor  Warrants;  and

WHEREAS,  the Investor and Company desire to enter into this Registration Rights
Agreement  to  provide  the  Investor  with  additional registration rights with
respect  to  the  resale of the Common Stock to be issued to the Investor in the
Offering  and  the  Common  issuable  upon  exercise  of  the Investor Warrants.

                                     TERMS:

     NOW,  THEREFORE,  in consideration of the mutual promises, representations,
warranties,  covenants  and conditions set forth in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.     Certain  Definitions.  As  used  in  this  Agreement  (including the
Recitals  above),  the  following  terms shall have the following meanings (such
meanings to be equally applicable to both singular and plural forms of the terms
defined):


<PAGE>

                                       11

     "1934  Act"  shall  mean  the  Securities Exchange Act of 1934, as amended,
together  with  the  rules  and  regulations  promulgated  thereunder.

"Act" shall mean the Securities Act of 1933, as amended, together with the rules
and  regulations  promulgated  thereunder.

     "Additional  Registration  Statement"  shall  have the meaning set forth in
Section  3(b).

     "Agreement"  shall  have  the  meaning  set  forth  in the preamble hereto.

"Amended  Registration  Statement"  shall  have the meaning set forth in Section
3(b).

     "Business  Day"  shall  have  the  meaning  set  forth  in  the  Investment
Agreement.

     "Closing  Bid  Price"  shall  have  the meaning set forth in the Investment
Agreement.

     "Common  Stock"  shall  mean  the  common  stock,  par value $0.001, of the
Company.

     "Company"  shall  have  the  meaning  set  forth  in  the  preamble hereto.

"Due  Date"  shall mean the date that is one hundred twenty (120) days after the
date  of  the  Investor's  Resale  Registration  Notice.

     "Effective  Date"  shall  have  the  meaning the date that the registration
statement  in  question  shall  have  been  declared  effective  by  the  SEC.

     "Filing  Date"  shall  mean the date that is forty five (45) days after the
date  of  the  Investor's  Resale  Registration  Notice.

     "Holder"  shall  mean  Investor,  and  any other person or entity owning or
having  the  right  to  acquire Registrable Securities or any permitted assignee
thereof.

     "Initial  Registration  Statement"  shall  have  the  meaning  set forth in
Section  2.2.

     "Investment  Agreement"  shall  have  the meaning set forth in the Recitals
hereto.

     "Investor"  shall  have  the  meaning  set  forth  in  the preamble to this
Agreement.

     "Investor Warrants" shall have the meaning set forth in the above Recitals.

     "Offering"  shall  have  the  meaning  set  forth  in  the recitals hereto.

     "Put"  shall  have  the  meaning  as set forth in the Investment Agreement.


<PAGE>
     "Register,"  "Registered,"  and  "Registration"  shall  mean and refer to a
registration  effected  by  preparing  and  filing  a  registration statement or
similar  document in compliance with the Securities Act of 1933, as amended (the
"Act"),  and  pursuant  to Rule 415 under the Act or any successor rule, and the
declaration  or  ordering  of  effectiveness  of  such registration statement or
document.

     "Registrable  Securities"  shall have the meaning set forth in Section 2.1.

     "Registration  Period"  shall  have  the  meaning set forth in Section 2.7.

     "Registration  Statement"  shall  mean  either  the  Initial  Registration
Statement  or  the  Resale  Registration  Statement.

"Resale Registration Statement" shall have the meaning set forth in Section 2.3.

     "Rule  144"  shall  mean  Rule  144, as amended, promulgated under the Act.

     "SEC"  shall  have  the  meaning  set  forth  in  Section  3(a).

     "Supplemental  Registration  Statement" shall have the meaning set forth in
Section  3(b).

     "Warrants"  shall  have  the  meaning  set  forth  in  the  above Recitals.

     "Warrant  Shares"  shall mean shares of Common Stock issuable upon exercise
of  any  Warrant.

     2.     Required  Registration.

     2.1     Registrable  Securities.  "Registrable Securities" shall mean those
shares of the Common Stock of the Company together with any capital stock issued
in replacement of, in exchange for or otherwise in respect of such Common Stock,
that  are:  (i)  issuable  or  issued to the Investor pursuant to the Investment
Agreement or in this Agreement, and (ii) issuable or issued upon exercise of the
Investor  Warrants;  provided,  however,  that  notwithstanding  the  above, the
following  shall  not  be  considered  Registrable  Securities:

     (a)     any  Common Stock which would otherwise be deemed to be Registrable
Securities, if and to the extent that those shares of Common Stock may be resold
in  a  public  transaction  without  volume  limitations  or  other  material
restrictions  without  registration under the Act, including without limitation,
pursuant  to  Rule  144  under  the  Act;  and

     (b)     any  shares  of  Common  Stock  which  have  been sold in a private
transaction  in  which  the  transferor's  rights  under  this Agreement are not
assigned.


<PAGE>
     2.2     Filing  of  Initial  Registration  Statement.  The Company filed on
October 7, 1999, a registration statement (the "Initial Registration Statement")
on  Form  SB-2  (File No. 333-88615), covering the offer and sale of a number of
shares  of Common Stock as Registrable Securities equal to at least Twenty Seven
Million  (27,000,000)  shares  of  Common Stock, and which covers, to the extent
allowed  by applicable law, such additional shares of Common Stock, if any, that
may  become  registrable pursuant to Rule 416 of the Act.  The Company shall use
its  reasonable  best  efforts to cause the Initial Registration Statement to be
declared effective by the SEC on or before                     (the date of such
effectiveness  referred  to  herein  as  the  "Effective  Date").

     2.3     Filing  of Resale Registration Statement.     Upon the receipt of a
written notice from the Investor (the "Resale Registration Notice") stating that
the  Investor has determined in good faith that a registration statement must be
filed  to  cover  the  Investor's  resale of some or all of the shares of Common
Stock  purchased by the Investor in the Offering or to be issued to the Investor
upon  the  exercise of the Investor Warrants, the Company shall promptly prepare
and file, by the Filing Date, a registration statement (the "Resale Registration
Statement")  on  Form SB-2 (or other suitable form, at the Company's discretion,
but  subject to the reasonable approval of the Investor), covering the resale of
a  number  of  shares  of Common Stock as Registrable Securities as the Investor
shall  reasonably  determine  and, to the extent allowed by applicable law, such
additional  shares of Common Stock, if any, that may become registrable pursuant
to  Rule  416  of  the  Act.

     2.4     Registration Effective Date. The Company shall use its best efforts
to  have  any  Resale  Registration Statement declared effective by the SEC (the
date  of  such effectiveness is also referred to herein as the "Effective Date")
by  the  Due  Date.

     2.5     Intentionally  Left  Blank].

     2.6     [Intentionally  Left  Blank].

     2.7     Shelf  Registration. The Initial Registration Statement, and/or any
Resale  Registration  Statement,  shall  be  prepared  as a "shelf" registration
statement under Rule 415, and shall be maintained effective until the earlier of
(i)  the  date that is one (1) year from the Termination Date, as defined in the
Investment  Agreement  (the  "Registration  Period")  or  (ii) the date that all
Registrable  Securities  are  resold  pursuant  to  such Registration Statement.

     2.8     Eligibility for Form SB-2. The Company understands that in order to
file the Resale Registration Statement described herein on Form SB-2, it must be
eligible to file Form S-B2 for primary offerings. The Company represents that it
is  presently  eligible  to effect any required resale registration contemplated
hereby  on  Form  SB-2  and  will  use its best efforts to continue to take such
actions  as are necessary to maintain such eligibility. The Company covenants to
use  its best efforts to use Form SB-2 (or other suitable form, at the Company's
discretion,  but  subject  to  the  reasonable  approval of the Holders) for the
resale  registration  required  by  this  Section  during  all  applicable times
contemplated  by  this  Agreement.

     2.9     Supplemental  Registration  Statement.  Anytime  the  Registration
Statement  does not cover a sufficient number of shares of Common Stock to cover
all  outstanding  Registrable Securities, the Company shall promptly prepare and
file  with  the  SEC such Supplemental Registration Statement and the prospectus
used  in  connection  with  such  registration  statement as may be necessary to
comply  with  the  provisions  of the Act with respect to the disposition of all
such  Registrable  Securities  and  shall  use  its  best  efforts to cause such
Supplemental  Registration  Statement  to  be  declared  effective  as  soon  as
possible.

<PAGE>
     3.     Obligations  of  the Company. Whenever required under this Agreement
to  effect  registration  of  any  Registrable  Securities  (whether the initial
Registration Statement or any Resale Registration Statement), the Company shall,
as  expeditiously  and  reasonably  possible:

     (a)     Prepare  and  file  with  the  Securities  and  Exchange Commission
("SEC")  the  Registration Statement with respect to such Registrable Securities
and  use  its  best  efforts  to  cause  such  Registration  Statement to become
effective  and  to  remain  effective  during  the  Registration  Period.

(b)     Prepare  and  file  with the SEC such amendments and supplements to such
Registration  Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement  ("Amended  Registration Statement") or prepare and file
any  additional  registration  statement  ("Additional  Registration Statement,"
together  with  the  Amended  Registration Statement, "Supplemental Registration
Statements")  as  may be necessary to comply with the provisions of the Act with
respect  to  the  disposition  of  all  securities  covered by such Supplemental
Registration  Statements  or  such prior registration statement and to cover the
resale  of  all  Registrable  Securities.

(c)     Furnish to the Holders such numbers of copies of a prospectus, including
a  preliminary prospectus, in conformity with the requirements of the Securities
Act,  and  such  other  documents  as  they  may  reasonably request in order to
facilitate  the  disposition  of  Registrable  Securities  owned  by  them.

(d)     Use  its  best efforts to register and qualify the securities covered by
such  Registration Statement under such other securities or Blue Sky laws of the
jurisdictions  in  which the Holders are located and of such other jurisdictions
as  shall  be  reasonably requested by the Holders of the Registrable Securities
covered  by  such Registration Statement, provided that the Company shall not be
required  in  connection  therewith  or  as a condition thereto to qualify to do
business  or  to file a general consent to service of process in any such states
or  jurisdictions.

(e)     [Intentionally  Omitted].

(f)     As  promptly  as  practicable after becoming aware of such event, notify
each Holder of Registrable Securities of the happening of any event of which the
Company  has  knowledge,  as  a  result  of which the prospectus included in the
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which they were made, not misleading, use its best efforts promptly to prepare a
supplement  or  amendment  to  the Registration Statement to correct such untrue
statement  or  omission,  and  deliver  a number of copies of such supplement or
amendment  to  each  Holder  as  such  Holder  may  reasonably  request.

(g)     Provide Holders with notice of the date that a Registration Statement or
any  Supplemental  Registration  Statement registering the sale or resale of the
Registrable  Securities  is declared effective by the SEC, and the date or dates
when  the  Registration  Statement  is  no  longer  effective.


<PAGE>
     (h)     Provide  Holders  and  their  representatives the opportunity and a
reasonable  amount  of  time,  based  upon  reasonable  notice  delivered by the
Company,  to  conduct  a reasonable due diligence inquiry of Company's pertinent
financial  and  other  records and make available its officers and directors for
questions  regarding  such information as it relates to information contained in
the  Registration  Statement.

(i)     Provide  Holders and their representatives the opportunity to review the
Registration  Statement and all amendments or supplements thereto prior to their
filing with the SEC by giving the Holder at least five (5) business days advance
written  notice  prior  to  such  filing.
(j)     Provide each Holder with prompt notice of the issuance by the SEC or any
state  securities  commission  or  agency  of  any  stop  order  suspending  the
effectiveness  of the Registration Statement or the initiation of any proceeding
for such purpose. The Company shall use its best efforts to prevent the issuance
of  any  stop  order and, if any is issued, to obtain the removal thereof at the
earliest  possible  date.

(k)     Use  its  best efforts to list the Registrable Securities covered by the
Registration  Statement  with  all  securities exchanges or markets on which the
Common  Stock  is  then listed and prepare and file any required filing with the
NASD  and  any  other  exchange  or  market on which the Common Stock is listed.

     4.     [Intentionally  Left  Blank].

     5.     [Intentionally  Left  Blank].

     6.     Dispute  as  to  Registrable  Securities.  In  the event the Company
believes  that  shares sought to be registered under Section 2 by Holders do not
constitute  "Registrable Securities" by virtue of Section 2.1 of this Agreement,
and  the  status  of  those  shares  as  Registrable Securities is disputed, the
Company  shall  provide,  at  its  expense,  an  Opinion  of Counsel, reasonably
acceptable  to  the  Holders of the Securities at issue (and satisfactory to the
Company's transfer agent to permit the sale and transfer), that those securities
may  be  sold  immediately,  without  volume  limitation  or  other  material
restrictions,  without  registration  under  the  Act,  by virtue of Rule 144 or
similar  provisions.

     7.     Furnish  Information.  At  the  Company's request, each Holder shall
furnish  to  the  Company  such  information  regarding  Holder, the Registrable
Securities held by it, and the intended method of disposition of such securities
to  the extent required to effect the registration of its Registrable Securities
or  to determine that registration is not required pursuant to Rule 144 or other
applicable  provision  of  the  Act.  The  Company shall include all information
provided  by  such  Holder  pursuant  hereto  in  the  Registration  Statement,
substantially in the form supplied, except to the extent such information is not
permitted  by  law.

     8.     Expenses.  All  expenses,  other  than  commissions  and  fees  and
expenses  of  counsel  to  the  selling  Holders,  incurred  in  connection with
registrations,  filings  or  qualifications  pursuant hereto, including (without
limitation)  all  registration,  filing  and  qualification  fees, printers' and
accounting fees, and fees and disbursements of counsel for the Company, shall be
borne  by  the  Company.

<PAGE>

     9.     Indemnification.  In  the  event  any  Registrable  Securities  are
included  in  a  Registration  Statement  under  this  Agreement:

     (a)     To the extent permitted by law, the Company will indemnify and hold
harmless  each  Holder,  the  officers,  directors, partners, legal counsel, and
accountants of each Holder, any underwriter (as defined in the Act, or as deemed
by  the  Securities  Exchange  Commission,  or  as  indicated  in a registration
statement)  for such Holder and each person, if any, who controls such Holder or
underwriter  within  the  meaning of Section 15 of the Act the 1934 Act, against
any losses, claims, damages, or liabilities (joint or several) to which they may
become  subject  under  the  Act,  the  1934  Act or other federal or state law,
insofar  as  such losses, claims, damages, or liabilities (or actions in respect
thereof)  arise  out  of  or  are  based upon any of the following statements or
omissions:  (i)  any  untrue statement or alleged untrue statement of a material
fact  contained  in  such  registration  statement,  including  any  preliminary
prospectus  or  final  prospectus  contained  therein  or  any  amendments  or
supplements thereto, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, and the Company will reimburse each such Holder, officer
or  director,  underwriter or controlling person for any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  loss,  claim,  damage,  liability,  or action; provided, however, that the
indemnity agreement contained in this subsection 9(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement  is  effected without the consent of the Company (which consent shall
not  be unreasonably withheld), nor shall the Company be liable in any such case
for  any  such  loss,  claim, damage, liability, or action to the extent that it
arises  out of or is based upon a violation which occurs in reliance upon and in
conformity  with  written  information furnished expressly for use in connection
with  such  registration  by  any such Holder, officer, director, underwriter or
controlling  person;  provided  however,  that  the  above shall not relieve the
Company  from  any  other  liabilities  which  it  might  otherwise  have.


<PAGE>
     (b)     Promptly after receipt by an indemnified party under this Section 9
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 9, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the  right  to  participate  in,  and,  to  the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume,
the defense thereof with counsel mutually satisfactory to the parties; provided,
however,  that  an  indemnified  party  shall  have  the right to retain its own
counsel,  with  the reasonably incurred fees and expenses of one such counsel to
be  paid  by the indemnifying party, if representation of such indemnified party
by  the counsel retained by the indemnifying party would be inappropriate due to
actual or potential conflicting interests between such indemnified party and any
other  party  represented  by  such  counsel in such proceeding.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement  of  any  such  action, if materially prejudicial to its ability to
defend  such  action,  shall relieve such indemnifying party of any liability to
the  indemnified  party  under  this  Section  9, but the omission so to deliver
written  notice  to  the indemnifying party will not relieve it of any liability
that  it  may have to any indemnified party otherwise than under this Section 9.

(c)     In  the  event  that  the  indemnity  provided  in paragraph (a) of this
Section  9  is  unavailable  to  or insufficient to hold harmless an indemnified
party  for  any  reason,  the Company and each Holder agree to contribute to the
aggregate  claims,  losses,  damages  and  liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively  "Losses") to which the Company and one or more of the Holders may
be subject in such proportion as is appropriate to reflect the relative fault of
the Company and the Holders in connection with the statements or omissions which
resulted  in  such  Losses.  Relative  fault shall be determined by reference to
whether any alleged untrue statement or omission relates to information provided
by  the  Company  or  by  the Holders. The Company and the Holders agree that it
would  not  be  just  and  equitable if contribution were determined by pro rata
allocation  or  any other method of allocation that does not take account of the
equitable  considerations  referred  to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning  of  Section  10(f)  of  the  Securities  Act)  shall  be  entitled  to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.  For  purposes  of this Section 9, each person who controls a
Holder of Registrable Securities within the meaning of either the Securities Act
or the Exchange Act and each director, officer, partner, employee and agent of a
Holder  shall  have  the  same  rights  to contribution as such holder, and each
person  who  controls  the  Company  within the meaning of either the Act or the
Exchange  Act  and  each director and officer of the Company shall have the same
rights  to  contribution  as the Company, subject in each case to the applicable
terms  and  conditions  of  this  paragraph  (c).

     (d)     The  obligations  of  the  Company and Holders under this Section 9
shall  survive  the  resale,  if any, of the Common Stock, the completion of any
offering  of  Registrable  Securities  in  a  Registration  Statement under this
Agreement,  and  otherwise.

     10.     Reports  Under  Securities  Exchange  Act  of  1934. With a view to
making  available  to the Holders the benefits of Rule 144 promulgated under the
Act  and  any  other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration, the
Company  agrees  to:

     (a)     make  and  keep  public  information  available, as those terms are
understood  and  defined  in  Rule  144;  and


<PAGE>
     (b)     use  its  best  efforts to file with the SEC in a timely manner all
reports  and  other documents required of the Company under the Act and the 1934
Act.

     11.     Amendment  of  Registration Rights. Any provision of this Agreement
may  be amended and the observance thereof may be waived (either generally or in
a  particular instance and either retroactively or prospectively), only with the
written  consent  of the Company and the written consent of each Holder affected
thereby.  Any  amendment  or  waiver  effected in accordance with this paragraph
shall  be  binding  upon  each  Holder,  each  future  Holder,  and the Company.

     12.     Notices.  All  notices  required  or permitted under this Agreement
shall  be made in writing signed by the party making the same, shall specify the
section  under  this  Agreement  pursuant  to  which  it  is given, and shall be
addressed  if  to  (i) the Company at: Go Online Networks Corporation 5681 Beach
Boulevard,  Suite  101/100,  Buena  Park,  California 90621, Telephone No. (714)
736-9888, Facsimile No. (714) 736-9488 (or at such other location as directed by
the Company in writing) and (ii) the Holders at their respective last address as
the  party  as  shown  on  the  records  of  the  Company. Any notice, except as
otherwise  provided  in this Agreement, shall be made by fax and shall be deemed
given  at  the  time  of  transmission  of  the  fax.

     13.     Termination.  This  Agreement  shall  terminate  on  the  date  all
Registrable  Securities  cease  to exist (as that term is defined in Section 2.1
hereof);  but  without  prejudice  to  (i)  the  parties' rights and obligations
arising from breaches of this Agreement occurring prior to such termination (ii)
other  indemnification  obligations  under  this  Agreement.

     14.     Assignment.  No  assignment,  transfer  or  delegation,  whether by
operation of law or otherwise, of any rights or obligations under this Agreement
by  the  Company  or  any  Holder, respectively, shall be made without the prior
written  consent  of  the  majority  in  interest of the Holders or the Company,
respectively;  provided  that  the  rights  of  a Holder may be transferred to a
subsequent  holder  of  the  Holder's  Registrable  Securities  (provided  such
transferee  shall  provide  to  the  Company,  together  with  or  prior to such
transferee's  request  to  have  such  Registrable  Securities  included  in  a
Registration,  a  writing  executed by such transferee agreeing to be bound as a
Holder by the terms of this Agreement), and the Company hereby agrees to file an
amended  or  supplemented  registration statement including such transferee as a
selling  security  holder  thereunder; and provided further that the Company may
transfer  its  rights and obligations under this Agreement to a purchaser of all
or a substantial portion of its business if the obligations of the Company under
this Agreement are assumed in connection with such transfer, either by merger or
other  operation  of  law  (which  may  include without limitation a transaction
whereby  the  Registrable  Securities  are  converted  into  securities  of  the
successor  in  interest)  or  by specific assumption executed by the transferee.

     15.     Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Delaware applicable to agreements made
in  and  wholly to be performed in that jurisdiction, except for matters arising
under  the  Act  or  the Securities Exchange Act of 1934, which matters shall be
construed  and  interpreted  in  accordance  with  such  laws.

<PAGE>
     16.     Execution in Counterparts Permitted. This Agreement may be executed
in  any  number  of counterparts, each of which shall be enforceable against the
parties  actually  executing  such counterparts, and all of which together shall
constitute  one  (1)  instrument.

     17.     Specific Performance. The Holder shall be entitled to the remedy of
specific performance in the event of the Company's breach of this Agreement, the
parties  agreeing  that  a  remedy  at  law  would  be  inadequate.

     18.     Indemnity.  Each party shall indemnify each other party against any
and  all  claims,  damages  (including reasonable attorney's fees), and expenses
arising  out  of the first party's breach of any of the terms of this Agreement.

     19.     Entire  Agreement;  Written  Amendments  Required.  This Agreement,
including  the  Exhibits  attached  hereto, the Investment Agreement, the Common
Stock certificates, and the other documents delivered pursuant hereto constitute
the  full and entire understanding and agreement between the parties with regard
to the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as  specifically  set  forth  herein  or  therein.  Except as expressly provided
herein,  neither  this  Agreement  nor  any  term hereof may be amended, waived,
discharged  or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is  sought.



                            [SIGNATURE PAGE FOLLOWS]

<PAGE>
    IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
                       _____ day of _______________, 1999

GO  ONLINE  NETWORKS  CORPORATION


By:

Joseph  M.  Naughton,  Chief  Executive  Officer

Address:     Go  Online  Networks  Corporation

     5681  Beach  Boulevard,  Suite  101/100
     Buena  Park,  California  90621
Telephone  No.  (714)  736-9888
Facsimile  No.  (714)

INVESTOR:

TRITON  PRIVATE  EQUITIES  FUND,  L.P.



By:____________________________________

Address:


     Telephone  No.
Facsimile  No.