EXHIBIT B

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN
OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE AND
SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE
EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
LAWS.



                           GO ONLINE NETWORKS CORPORATION

                          WARRANT TO PURCHASE COMMON STOCK

                                Number of Shares:  175,000

                         Date of Issuance: September 21, 1999

Go Online Networks Corporation, a Delaware corporation
(the "Company"), hereby certifies that, for value received, the
Triton Private Equities Fund, L.P., and permitted assigns, the
registered holder hereof ("Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company upon surrender
of this Warrant, at any time after the date hereof, but not after
5:00 P.M. New York time on the Expiration Date (as defined herein)
175,000 fully paid and nonassessable shares of Common Stock (as
defined herein) of the Company (each a "Warrant Share" and
collectively the "Warrant Shares") at a purchase price of U.S.$0.50
per share (the "Exercise Price") in lawful money of the United
States. The number of Warrant Shares purchasable hereunder and the
Exercise Price are subject to adjustment as provided in Section 9
below.

Section 1.

(a)  Definitions.  The following words and terms used in this
Warrant shall have the following meanings:

"Common Stock" means (a) the Company's common stock and
(b) any capital stock into which such Common Stock shall have been
changed or any capital stock resulting from a reclassification of
such Common Stock.

"Convertible Securities" mean any securities issued by the
Company which are convertible into or exchangeable for, directly or
indirectly, shares of Common Stock.

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"Expiration Date" means December 31, 2000.

"Market Price" means the closing bid price on the day
prior to the date on which the Exercise Form is delivered to the
Company, as quoted on the National Association of Securities
Dealers' OTC Bulletin Board Market or such other national securities
exchange or market on which the Common Stock may then be listed.

"Securities Act" means the Securities Act of 1933, as
amended.

"Securities Purchase Agreement" shall mean the Securities
Purchase Agreement between the holder hereof (or its predecessor in
interest) and the Company for the purchase of this Warrant and the
other Securities (as defined in the Securities Purchase Agreement).

"Transfer" shall include any disposition of this Warrant
or any Warrant Shares, or of any interest in either thereof which
would constitute a sale thereof within the meaning of the Securities
Act of 1933, as amended, or applicable state securities laws.

"Warrant" shall mean this Warrant and all Warrants issued
in exchange, transfer or replacement of any thereof.

"Warrant Exercise Price" shall be U.S.$0.50 per share.

(b)  Other Definitional Provisions.

(i)  Except as otherwise specified herein, all
references herein (A) to the Company shall be deemed to include the
Company's successors; and (B) to any applicable law defined or
referred to herein, shall be deemed references to such applicable
law as the same may have been or may be amended or supplemented from
time to time.

(ii)  When used in this Warrant, unless the otherwise
specified in a particular instance, the words "herein," "hereof,"
and "hereunder," and words of similar import, shall refer to this
Warrant as a whole and not to any provision of this Warrant, and the
words "Section," "Schedule," and "Exhibit" shall refer to Sections
of, and Schedules and Exhibits to, this Warrant unless otherwise
specified.

(iii)  Whenever the context so requires the neuter gender
includes the masculine or feminine, and the singular number includes
the plural, and vice versa.

Section 2.   Exercise of Warrant.

(a)  Subject to the terms and conditions hereof, this
Warrant may be exercised by the Holder, as a whole or in part, at
any time prior to 5:00 P.M. New York Time on the Expiration Date.
The rights represented by this Warrant may be exercised by the
Holder, as a whole or from time to time in part (except that this
Warrant shall not be exercisable as to a fractional share) by (i)
delivery of a written notice, in the form of the exercise form
attached as Exhibit I hereto (an "Exercise Form"), of the Holder's
election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) payment to the
Company of an amount equal to the Warrant Exercise Price

<PAGE>

multiplied by the number of Warrant Shares as to which the Warrant is
being exercised (plus any applicable issue or transfer taxes) in
immediately available funds (either by wire transfer or a certified
or cashier's check drawn on a United States bank), for the number of
Warrant Shares as to which this Warrant shall have been exercised,
and (iii) the surrender of this Warrant, properly endorsed, at the
principal office of the Company (or at such other agency or office
of the Company as the Company may designate by notice to the
Holder).

The Warrant Shares so purchased shall be deemed to be
issued to the Holder or Holder's designees, as the record owner of
such Warrant Shares, as of the date on which this Warrant shall have
been surrendered, the completed Exercise Agreement shall have been
delivered, and payment shall have been made for such Warrant Shares
as set forth above.

In the event of any exercise of the rights represented by
this Warrant in compliance with this Section 2(a), a certificate or
certificates for the Warrant Shares so purchased, registered in the
name of, or as directed by, the Holder, shall be delivered to, or as
directed by, the Holder within three (3) business days after such
rights shall have been so exercised.

(b)  Unless this Warrant shall have expired or shall have
been fully exercised, the Company shall issue a new Warrant
identical in all respects to the Warrant exercised except (i) it
shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under the Warrant
exercised, less the number of Warrant Shares with respect to which
such Warrant is exercised, and (ii) the holder thereof shall be
deemed to have become the holder of record of such Warrant Shares
immediately prior to the close of business on the date on which the
Warrant is surrendered and payment of the amount due in respect of
such exercise and any applicable taxes is made, irrespective of the
date of delivery of such share certificate, except that, if the date
of such surrender and payment is a date when the stock transfer
books of the Company are properly closed, such person shall be
deemed to have become the holder of such Warrant Shares at the
opening of business on the next succeeding date on which the stock
transfer books are open.

(c)   In the case of any dispute with respect to an
exercise, the Company shall promptly issue such number of Warrant
Shares as are not disputed in accordance with this Section.

Section 3.  Covenants as to Common Stock.  The Company
covenants and agrees that all Warrant Shares which may be issued
upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued, fully paid and nonassessable.  The
Company further covenants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient
number of shares of Common Stock to provide for the exercise of the
rights then represented by this Warrant and that the par value of
said shares will at all times be less than or equal to the
applicable Warrant Exercise Price.

Section 4.  Taxes.  The Company shall not be required to
pay any tax or taxes attributable to the initial issuance of the
Warrant Shares or any permitted transfer involved in the issue or
delivery of any certificates for Warrant Shares in a name other than
that of the registered holder hereof or upon any permitted transfer
of this Warrant.

<PAGE>

Section 5.  Warrant Holder Not Deemed a Stockholder.  No
holder, as such, of this Warrant shall be entitled to vote or
receive dividends or be deemed the holder of shares of the Company
for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due
exercise of this Warrant. Notwithstanding the foregoing, the Company
will provide the holder of this Warrant with copies of the same
notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.

Section 6.  No Limitation on Corporate Action.  No
provisions of this Warrant and no right or option granted or
conferred hereunder shall in any way limit, affect or abridge the
exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its Certificate of Incorporation, reorganize,
consolidate or merge with or into another corporation, or to
transfer all or any part of its property or assets, or the exercise
of any other of its corporate rights and powers.

Section 7.  Representations of Holder.  The holder of this
Warrant, by the acceptance hereof, represents that it is acquiring
this Warrant and the Warrant Shares for its own account for
investment and not with a view to, or for sale in connection with,
any distribution hereof or of any of the shares of Common Stock or
other securities issuable upon the exercise thereof, and not with
any present intention of distributing any of the same.  Upon
exercise of this Warrant, the holder shall, if requested by the
Company, confirm in writing, in a form satisfactory to the Company,
that the Warrant Shares so purchased are being acquired solely for
the holder's own account and not as a nominee for any other party,
for investment, and not with a view toward distribution or resale.
If such holder cannot make such representations because they would
be factually incorrect, it shall be a condition to such holder's
exercise of the Warrant that the Company receive such other
representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise
of the Warrant shall not violate any United States or state
securities laws.

Section 8.  Transfer.

(a)   The holder of this Warrant understands that (i) this
Warrant and the Warrant Shares have not been and are not being
registered under the Securities Act or any state securities laws
(other than as described in the Securities Purchase Agreement and
the Registration Rights Agreement), and may not be offered for sale,
sold, assigned or transferred unless (a) subsequently registered
thereunder, or (b) pursuant to an exemption from such registration;
(ii) any sale of such securities made in reliance on Rule 144
promulgated under the Securities Act may be made only in accordance
with the terms of said Rule and further, if said Rule is not
applicable, any resale of such securities under circumstances in
which the seller (or the person through whom the sale is made) may
be deemed to be an underwriter (as that term is defined in the
Securities Act) may require compliance with some other exemption
under the Securities Act or the rules and regulations of the
Securities and Exchange Commission thereunder; and (iii) neither the
Company nor any other person is under any obligation to register
such securities (other than as described in the Securities Purchase
Agreement and the Registration Rights

<PAGE>

Agreement) under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder.

Section 9.  Adjustments.

(a)  Reclassification and Reorganization.  In case of any
reclassification, capital reorganization or other change of
outstanding shares of the Common Stock, or in case of any
consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the
Company is the continuing corporation and which does not result in
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock), the Company shall cause
effective provision to be made so that the Holder shall have the
right thereafter, by exercising this Warrant, to purchase the kind
and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital
reorganization or other change, consolidation or merger by a holder
of the number of shares of Common Stock that could have been
purchased upon exercise of the Warrant immediately prior to such
reclassification, capital reorganization or other change,
consolidation or merger. Any such provision shall include provision
for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 9. The
foregoing provisions shall similarly apply to successive
reclassifications, capital reorganizations and other changes of
outstanding shares of Common Stock and to successive consolidations
or mergers. If the consideration received by the holders of Common
Stock is other than cash, the value shall be as determined by the
Board of Directors of the Company acting in good faith.

(b)  Dividends and Stock Splits.  If and whenever the
Company shall effect a stock dividend, a stock split, a stock
combination, or a reverse stock split of the Common Stock, the
number of Warrant Shares purchasable hereunder and the Warrant
Exercise Price shall be proportionately adjusted in the manner
determined by the Company's Board of Directors acting in good faith.
 The number of shares, as so adjusted, shall be rounded down to the
nearest whole number and the Warrant Exercise Price shall be rounded
to the nearest cent.

Section 10.  Lost, Stolen, Mutilated or Destroyed Warrant.
 If this Warrant is lost, stolen or destroyed, the Company shall, on
receipt of an indemnification undertaking reasonably satisfactory to
the Company, issue a new Warrant of like denomination and tenor as
the Warrant so lost, stolen or destroyed. In the event the holder
hereof asserts such loss, theft or destruction of this Warrant, the
Company may require such holder to post a bond issued by a surety
reasonably satisfactory to the Company with respect to the issuance
of such new Warrant.

Section 11.  Notice.  Any notices required or permitted to
be given under the terms of this Warrant shall be sent by mail or
delivered personally or by courier and shall be effective five days
after being placed in the mail, if mailed, certified or registered,
return receipt requested, or upon receipt, if delivered personally
or by courier or by facsimile, in each case properly addressed to
the party to receive the same.  The addresses for such
communications shall be:

<PAGE>

If to the Company:

Go Online Networks Corporation
5681 Beach Boulevard, Suite 101
Buena Park, CA 90621
Telephone: 714-736-0988
Facsimile: 714-736-9488
Attention: Mr. Joseph M. Naughton, President & CEO

With a copy to:

Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
Telephone: 949.719.1977
Facsimile:  949.719.1988
Attention: Mr. M. Richard Cutler, Esq.

If to Holder, to it at the address set forth below Holder's
signature on the signature page of the Securities Purchase Agreement
(Holder is defined therein as the "Buyer").  Each party shall
provide notice to the other party of any change in address.

Section 12.  Registration Right. Notwithstanding anything
herein to the contrary, unless this Warrant has been registered in
accordance with the Registration Rights Agreement, during the term
of exercise of this Warrant, if the Company proposes to file a
registration statement for a public offering of any of its
securities under the Securities Exchange Act of 1934, as amended, it
will give written notice, at least twenty (20) days prior to the
filing of each such registration statement, to the holder of the
Warrant and/or the Common Stock previously received upon exercise
hereof (and not previously sold by such holder) of its intention to
do so. Upon the holder's request within ten (10) days after it has
received such notice from the Company, the Company shall include the
Warrant and/or the Common Stock received upon such exercise owned in
such registration statement such that said Warrant and/or Common
Stock received upon such exercise shall be registered or qualified
under such registration statement. This provision is not applicable
to a registration statement filed on Form S-4 or Form S-8, nor is it
applicable to the Warrant once it has expired under the terms hereof
or has been exercised and the holder received non-restricted Common
Stock upon such exercise.

Section 13.  Miscellaneous.  This Warrant and any term
hereof may be changed, waived, discharged, or terminated only by an
instrument in writing signed by the party or holder hereof against
which enforcement of such change, waiver, discharge or termination
is sought.  The headings in this Warrant are for convenience of
reference only and shall not limit or otherwise affect the meaning
hereof.  This Warrant shall be governed by and interpreted under the
laws of the State of Delaware. Headings are for convenience only and
shall not affect the meaning or construction of any of the
provisions hereof. This Warrant shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of
the Holder and its successors and assigns. The Holder may not assign
this Warrant except in accordance with applicable federal and state
securities laws. The Holder shall immediately notify the Company
with respect to any permitted assignment of this Warrant.

Section 14.  Date.  The date of this Warrant is September
21, 1999.  This Warrant, in all events, shall be wholly void and of
no effect after the close of business on the Expiration Date, except
that notwithstanding any other provisions hereof, the provisions of
Section 8 shall continue in full force and

<PAGE>

effect after such date as to any Warrant Shares or other securities
issued upon the exercise of this Warrant.



GO ONLINE NETWORKS CORPORATION


By:  /s/ Joseph M. Naughton
Mr. Joseph M. Naughton, President & CEO

<PAGE>

                                 EXHIBIT I TO WARRANT


              EXERCISE FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
                                      THIS WARRANT

                            GO ONLINE NETWORKS CORPORATION


The undersigned hereby exercises the right to purchase the
number of Warrant Shares covered by the Warrant attached hereto as
specified below according to the conditions thereof and herewith
makes payment of U.S. $                      , the aggregate Warrant
Exercise Price of such Warrant Shares in full pursuant to the terms
and conditions of the Warrant.

(i)  The undersigned agrees not to offer, sell, transfer or
otherwise dispose of any Common Stock obtained upon exercise of the
Warrant, except under circumstances that will not result in a
violation of the 1933 Act or applicable state securities laws.

(ii)  The undersigned requests that the stock certificates
for the Warrant Shares be issued, and a Warrant representing any
unexercised portion hereof be issued, pursuant to the terms of the
Warrant in the name of the Holder (or such other person(s) indicated
below) and delivered to the undersigned (or designee(s)) at the
address or addresses set forth below.


Dated:


HOLDER:



By:
Name:
Title:

Address:



Number of Warrant Shares
Being Purchased: